The Contributor Contract
This is your contract with IMAGESOUK which you (“the Contributor”/ “you”) “sign” when you register as a contributor. By registering you accept that a legally binding contract has been entered into with IMAGESOUK on the terms set out in the Terms and Conditions listed below.

Your contract with IMAGESOUK
Any amendments take 45 days to come into effect after we post them here: Changes to the Contract.

A. Key Terms

1.1 You wish to appoint the IMAGESOUK (“IMAGESOUK” / “we”/ “us”) to exploit all rights in the Images throughout the World in all media.1.2 Under this contract IMAGESOUK is authorised:

1.2.1 to add the Images to its database; 
1.2.2 to license the Images to Customers on the basis of a Royalty Free Licence or Rights Managed Licence.
1.2.3 to set and agree prices in its absolute discretion;
1.2.4 to deduct its commission as set out in the IMAGESOUK Commission Table; and
1.2.5 to remit the balance in accordance with an effective method of transfer selected by you at Registration.
1.2.6 to vary this contract by altering or deleting any of its provisions or adding any new provisions by giving 45 days prior notice at any time subject to your right of termination.
1.2.7 to terminate the contract on 45 days’ notice in accordance with the section entitled "Termination" below.

1.3 Under this contract (subject to the restrictions stated in the contract) you have the right to:
1.3.1 Control country, usage, media type and industry in which Images are available for use by Customers for Rights Managed Images but not for Royalty Free images.
1.3.2 Control whether each Image you submit is displayed as Rights Managed or Royalty Free.
1.3.3 Delete any Images after one hundred and eighty (180) days notice. On image deletion IMAGESOUK will cease to grant Licences for the Image so deleted (but without prejudice to any Licences which may subsequently be granted for Images already downloaded).
1.3.4 Supply your Images on a non exclusive basis and may therefore sell your Images in any other way you wish.
1.3.5 Terminate the contract on 45 days’ notice in accordance with the section entitled "Termination" in the Terms and Conditions.

1.4 Under this contract you must
1.4.1 Be the Copyright owner of the Images or have authority from the Copyright owner to enter into the Contract.
1.4.2 Grant the Customer the right to alter Images providing such alteration is not pornographic, defamatory or otherwise unlawful and you undertake that the person who created the Image has waived all moral rights in respect of use of the Image by IMAGESOUK, its Customers or any other third parties.
1.4.3 Ensure all Metadata is factually correct and keep it up to date.
1.4.4 Ensure that where you have indicated that a Model or Property release exists, you are able to make the release(s) available to IMAGESOUK if so requested.
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IMAGESOUK Commission Table

Types of Licence (together called “Licences”)

"Rights Managed Licence"
referred to on the website as “Rights Managed” , or “RM”
means any Licence granted by IMAGESOUK during the period of this contract in respect of any Image defined by the Contributor as Rights Managed and combining rights defined by: territory, period, media, industry, print run and other relevant criteria.
"Royalty Free Licence"
referred to on the website as “Royalty Free”, “or “RF”
means any Royalty-Free Licence granted by imagesouk during the period of this contract in respect of any Image defined by the Contributor as Royalty Free with the price determined by file size

TERMS AND CONDITIONS OF THE CONTRACT

1. The Images
1.1 “Images” means any digitised photograph, video clip, or other Image of whatever nature which at any time during the term of this Contract you submit to IMAGESOUK.
1.2 Acceptance of an Image by IMAGESOUK shall be at IMAGESOUK’S sole discretion and IMAGESOUK may at any time reject or delete Images at absolute discretion and any such material will no longer form part of the Contract.
1.3 Where you make a submission on CD or DVD, IMAGESOUK shall securely destroy the medium after uploading the Images onto the System. Where you submit Images by hard drive, IMAGESOUK will return the hard drive to you after uploading the Images onto the System.

2. Submission and deletion of images
2.1 You must assign the licence types available on the website to each Image you submit, and must ensure that you understand the implications of each licence type(s) you select. You accept that once a licence type is chosen it cannot be changed unless changed by IMAGESOUK from Royalty Free to Rights Managed under clause 6.2. 
2.2 You must keep the System up to date at all times by any method notified to you by IMAGESOUK including use of “Manage Images” section of the website. If you give IMAGESOUK permission to update the System, IMAGESOUK shall not be liable for any mistakes or omissions.
2.3 You may delete any Images after one hundred and eighty (180) days notice. This is in addition to your rights to terminate the whole Contract set out below.

3. Effects of deletion
3.1 If an Image is deleted, whether by you or by IMAGESOUK then any Licences then existing will still remain and IMAGESOUK will still be able to grant Licences for:

3.1.1 Images already downloaded by a Customer prior to deletion;
3.1.2 Images for which IMAGESOUK had properly entered into negotiations with any Customer or Distributor prior to the date of deletion.

3.2 You undertake for yourself and the Copyright Owner that following termination neither of you will enter into any licence or disposal which conflicts with any Licence granted by IMAGESOUK under this contract.

4. Warranties You warrant that :-
4.1 You have given full and accurate information at Registration including your full legal name and address and payment details and you will keep that information up to date at all times.
4.2 The Copyright Owner is the sole owner free from any third party rights of the entire copyright and all other intellectual property rights throughout the World in the Image except for the Prior Rights (if any); "Prior Rights" means any previous licence or other right granted for the use of that Image.
4.3 You hold the rights to grant, market, license, sell or assign all rights in the Images, including but not limited to the rights to grant reproduction rights in the Images for print, motion picture, television, video, cable, computer, radio, cartoon, merchandising and/or Internet, to make the Images available on electronic equipment, CD-ROM, DVD and other similar media or via the Internet, and to include them in any catalogue, Internet sites or marketing in any form (“the Rights”); Except for the Prior Rights (if any) there is not and will not during the term of this contract be any fetter on IMAGESOUK licensing each Image to a Customer to the fullest extent possible.
4.4 You hold all permissions needed for the exploitation by third parties of the Rights, including, without limitation, from subjects or owners of products or property depicted in the Images and/or original clients for whom the Images may have been created. Any exercise by IMAGESOUK of the Rights shall not violate the rights of any third party (including, without limitation, the rights of the subject of the Images), in particular with regard to laws relating to trade mark, copyright, indecency and obscenity, privacy, publicity and defamation within the UAE or elsewhere.
4.5 Where you have indicated that a Model release, Property release or any other release of a third party right including without limitation any copyright, trade mark or other intellectual property right, is available, the release must (a) be legally binding and (b) (except as otherwise notified to IMAGESOUK via the website or, with the agreement of IMAGESOUK, via email) authorise all uses of the Images anywhere in the world including without limitation uses in relation to sensitive issues; you must make the release(s) available to IMAGESOUK if so requested.
4.6 You have detailed in the relevant fields of the System all Licence restrictions and all Prior Rights applicable to each Image.
4.7 You grant to the Customer the right to alter the Images including any cropping, manipulation, combining and creation of derivative images providing such alteration is not pornographic, defamatory or otherwise unlawful. You undertake that the person who created the Image has waived all moral rights in respect of use of the Image pursuant to this Contract by IMAGESOUK, its Customers or any third parties.
4.8 There are and will be no claims by any other party in connection with the use or reproduction of any of the Images;
4.9 You will ensure that all captions, keywording, descriptions and Pseudonyms, rights management or other information pertaining to the Images are and will remain accurate and do not infringe the copyright or other rights of any third party, and are not defamatory or pornographic.
4.10 Any information supplied for display with any Image, including captions, keywords, pseudonyms, agency names and descriptions only includes information that is pertaining to the specific Image itself, and does not include contact details, web addresses, Uniform Resource Locator’s (URL’s) and copyright and rights management information;
4.11 Where IMAGESOUK has Licenced an image to one of its Customers, You agree that you will not contact the Customer for any reason pertaining to this sale.

5. Appointment of IMAGESOUK
5.1 You appoint IMAGESOUK as your non-exclusive licensee to exploit all Rights in the Images in the Territory in all media whether current or yet to be developed, using the System.
5.2 Where you appoint IMAGESOUK as your licensee to grant Royalty Free Licences in respect of an Image, IMAGESOUK may vary the Licences it grants in respect of that Image from Royalty Free to Rights Managed-by giving 45 days prior notice to you at any time. If you notify IMAGESOUK during the 45 day notice period that you do not agree to such variation then IMAGESOUK may either continue to grant Licences in accordance with the original licence type in respect of that Image or, at IMAGESOUK’S option, may delete that Image from the System.
5.3 IMAGESOUK has full authority to negotiate all terms of commissions, licences and reproduction rights in the Images including the fee, duration and scope of any licence. You authorise IMAGESOUK to agree to any cropping, manipulation, combining and creation of derivative images.
5.4 IMAGESOUK is entitled to set and agree prices in its absolute discretion.

6. IMAGESOUK’S Obligations
6.1 IMAGESOUK agrees to use its reasonable endeavours to grant licences as you have requested. However if IMAGESOUK sells an Image outside the terms specified by you it shall not be liable for any loss.
6.2 IMAGESOUK agrees to use its reasonable commercial endeavours, utilising the System, to obtain reasonable Licence fees for Rights Managed Licences
6.3 IMAGESOUK shall act as licensee in respect of the Images and does not act as an agent. 

7. Credits, Copyright Notices and Promotion
7.1 Customers of IMAGESOUK using Images will be instructed to credit your Pseudonym /IMAGESOUK.
7.2 IMAGESOUK shall have the right, including in advertising and publicity in any media, to use your name to advertise and promote the System and/or the IMAGESOUK brand.
7.3 Provided you acknowledge IMAGESOUK’S rights you may use IMAGESOUK’S trade marks in any lawful promotion or publicity without IMAGESOUK’S prior written consent. Pornographic, defamatory or other unlawful use including use in unsolicited electronic communications is not permitted. IMAGESOUK shall be entitled to revoke this permission if it becomes aware of any use of its trade marks which it deems inappropriate.

8. Statements and Payment
8.1 For the purposes of this clause;

8.1.1 “Net Revenue” means the gross income derived from the exploitation of the Rights, less IMAGESOUK Commission.

8.2 As soon as a licence is purchased by a Customer, IMAGESOUK shall report to you online. The report shall be in US Dollars and shall: 

8.2.1 specify the Licence or Licences granted;
8.2.2 for each Rights Managed Licence include details of the terms of the Licence including details of any exclusivity which has been granted;
8.2.3 for each Royalty Free Licence include details of file size
8.2.4 record the Licence fees received and any due but not yet paid;

8.3 IMAGESOUK will within 90 days pay you the balance due to you being the Net Revenue.
8.4 The payment due for each month shown in the statement shall be paid to you in the currency specified in My Account. However no payment will be made and the amount shall be carried forward to the following month, if we have previously tried to pay you and your details are incorrect and have not been updated.
8.5 IMAGESOUK may recover by debiting a Contributor’s account or otherwise any sum incorrectly or inadvertently credited to your account.
8.6 In the unlikely event of a material dispute between you and IMAGESOUK regarding amounts due to you, IMAGESOUK shall, at a convenient time and upon receiving 30 days’ written notice, allow your representative (who shall be either a qualified lawyer or accountant) to inspect IMAGESOUK’S records which relate only to your account. The costs of the inspection shall be paid by you except if it reveals an underpayment to you of more than US$1000 in any 12 month period where IMAGESOUK will correct the records, make any payments due and reimburse the actual costs of your audit.

9. Advertising and Promotion
9.1 You agree that the Images may be used at IMAGESOUK’S option without charge, but with prior consent/approval from you, in Promotional/Marketing material designed to promote sales of Images and/or to enhance awareness of the IMAGESOUK name/brand or that of the individual Contributor. 
9.2 Where Images are used to promote the IMAGESOUK name/brand in general, IMAGESOUK will make reasonable efforts to provide a photo credit to you where commercially reasonable, but you understand that IMAGESOUK cannot guarantee a photo credit to you and will not be held liable if one is not made or is made in a different format from that requested by IMAGESOUK.

10. Breaches of Licences and Defaults by Customers
10.1 Each party shall promptly inform the other of any actual or suspected infringement of copyright, loss of Images, breach of moral rights or other matter giving rise to threat of proceedings or claims or demands in respect of any of the Images. In the event of any alleged breach of any Licence by a Customer or any other infringement of intellectual property or other rights in an Image, IMAGESOUK may either take action itself against the Customer or alternatively inform you that it will not be taking action and you may then do so at your option.

10.2.1 If IMAGESOUK takes action IMAGESOUK may (but shall not be obliged to):
10.2.2 make such claims and take such action as may be necessary (in the opinion of IMAGESOUK) in connection with it. Fifty percent (50%) of all amounts recovered by IMAGESOUK in connection with such claims or actions (after first deducting collection fees and reasonable legal expenses incurred by imagesouk) shall be paid to you.
10.2.3 If you take action then IMAGESOUK’s sole obligations shall be to at your request and cost:

10.2.3.1 supply you with the information on its database relating to that Customer; and
10.2.3.2 provide testimony in any action which may be brought by you by verifying the terms of the contract entered. Prior to giving this assistance imagesouk may require you to have indemnified imagesouk for all of the costs and expenses of any such action including at imagesouk discretion providing and securing the costs of imagesouk legal and other advisers.

10.3 You agree that where imagesouk fz llc incurs legal and/or other specific costs relating to an outstanding amount owed by a Customer then these costs will be recouped by imagesouk fz llc first before accounting to you. For the avoidance of doubt should a debt be only partially cleared by a Customer then imagesouk fz llcwill recoup its specific costs first and then divide the remaining amount between you and imagesouk in line with the commission schedule in force at the time the debt was invoiced. imagesouk shall not be obliged to pursue payment of debts owed by Customers if, in imagesouk fz llc opinion, the prospects of recovery are not good enough to justify the likely collection costs.

11. Liability of IMAGESOUK
11.1 IMAGESOUK’s liability for negligence or breach of any of the provisions of this Contract shall not:

11.1.1 exceed the total Commission payable to IMAGESOUK during the 12 month period preceding the negligence or breach. For the purposes of this subclause, the total Commission payable to imagesouk fz llc during the 12 month period shall be deemed to be no less than $1,500 and no more than $30,000; or
11.1.2 be claimed more than 12 months after the date of the alleged breach.

12. Amendment and Variation
12.1 IMAGESOUK may vary this Contract by altering or deleting any of its provisions or adding any new provisions by giving you 45 days prior notice at any time.

13. Termination
13.1 You may terminate this contract:

13.1.1 on 45 days prior notice to IMAGESOUK at any time;
13.1.2 immediately by written notice to IMAGESOUK if IMAGESOUK:

 13.1.2.1 breaches any terms of this Contract which breach is not capable of effective remedy; or
13.1.2.2 breaches any term of this Contract which is capable of remedy but which is not remedied within 30 days of the date of a notice specifying the breach and requiring that party to comply with that term.
13.1.2.3 enters into insolvent liquidation.
13.1.2.4 ceases to carry on its business of operating the System.
13.1.2.5 Where IMAGESOUK gives 45 days notice to vary the contract pursuant to clause 12.1, by written notice from you to IMAGESOUK at any time during that 45 day period expiring at the end thereof.

13.2 IMAGESOUK may terminate this contract:

13.2.1 on 45 days’ prior notice to you at any time;
13.2.2 immediately on written notice to you if :

13.2.2.1 you breach any terms of this Contract which breach is not capable of effective remedy; or
13.2.2.2 you breach any term of this Contract which is capable of remedy but which is not remedied within 30 days of the date of a notice specifying the breach and requiring that party to comply with that term.
13.2.2.3 IMAGESOUK decides to terminate its operation of the System.

13.3 On termination by you or IMAGESOUK, IMAGESOUK shall;

13.3.1 delete from its Website each Image provided by you in respect of a terminated contract;
13.3.2 continue to account to you in respect of Licences granted before termination;

13.4 The termination shall not prejudice any licences then existing or any negotiations which IMAGESOUK has properly entered into with any third party prior to the date of termination or the grant of Licences for Images already downloaded by a Customer prior to termination. 
13.5 You undertake for yourself and the Copyright Owner that following termination neither of you will enter into any Licence or disposal which conflicts with any Licence granted during the period of this contract by IMAGESOUK.

14. Notices
14.1 Any notice under this contract may be sent electronically to the email address notified by each party to the other.
14.2 Please note that IMAGESOUK may contact you at the e-mail address, postal address or on the telephone numbers given when you register as a contributor at a later date

15. Entire Understanding
15.1 This Contract supersedes any previous contract between the parties relating to the Images and constitutes the entire understanding between the parties and is binding upon them, your executors, successors or assigns. 
15.2 If any provision or provisions of this Contract shall be held to be invalid, illegal, unenforceable or in conflict with the law of any jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.

16. Disputes and Governing Law
This Contract shall be governed by and interpreted in all respects in accordance with the laws of the United Arab Emirates. If any dispute shall arise between you and IMAGESOUK in connection with or in relation to this Contract the matter shall be resolved by the UAE courts

17. Definitions
The following definitions shall apply:

"IMAGESOUK Commission"
means the percentage of the Net Licence Fee that IMAGESOUK takes.

"Contributor"
means the Copyright owner or if Registration has been completed on the Copyright owner’s behalf by an authorised company or licensee that entity. For the avoidance of doubt, if registration is completed by an authorised employee on behalf of a company then that company is the contributor. The term Contributor also includes the Contributor’s executors, administrators, heirs and assigns or successors in business.

"Copyright owner"
means the person who is represented as owning the copyright in any Image.

"Customer"
means any third party individual, partnership, corporation or other entity who may be intermediaries or end-users and to whom a Licence is or is proposed to be granted by IMAGESOUK.

“Image"
means any digitised photograph, video clip, or other Image of whatever nature which at any time during the term of this Contract you submit to IMAGESOUK.

"Licence fees"
means any sum or sums actually received by IMAGESOUK from any Customer in respect of the Licence of an Image whether a single payment or a royalty paid over time.

“Metadata”
Means Image information supplied to IMAGESOUK by the Contributor by any means, including but not limited to Licence types, Licence restrictions, Release data, captions, keywords, descriptions, date taken, location and pseudonyms.

"Model release"
means any written release signed by or on behalf of any living person or the estate of a deceased person or an infant whose likeness is incorporated in whole or in part in any Image.

"Promotional/Marketing material"
means promotional and marketing material that shall include, but not be limited to PR pieces (for example: articles in magazines or newspapers; magazine competition/subscription offers; magazine cover mounts; Front, inside and back cover Images), events, direct mail (for example: inclusion of Images in printed mailing or promotional piece, postcards), advertisements (for example: guides to stock; magazine advertisements; magazine inserts; banner advertisements; ambient media, e.g. projection onto a wall), email newsletters and text/Image based e-promos (for example: viral newsletters and competitions ), search engine listing and promotion and IMAGESOUK ratified social media sites and apps.

"Property release"
means any written release from the owner and/or occupier of any property whose permission is necessary or desirable for Images incorporating in whole or in part that property to be published in any jurisdiction in the world.

"Releases"
means a Model release, Property release or any other release of a third party right including without limitation any copyright, trade mark or other intellectual property right, which it is necessary or desirable to obtain in respect of any Image.