The following Submission Agreement and Grant of License (the “Agreement”)
constitutes an agreement between you and Image Vortex
LLC (“ImageVortex”), operator of ImageVortex.com (the “Site”). Before submitting
photographic work to the Site, you must read and agree to the terms of this Agreement. You are
not required to agree to the terms of this Agreement, but you may not submit photographic work
to ImageVortex without agreeing to the terms of this Agreement.
Please read this Agreement carefully. This Agreement limits ImageVortex’s liability and
may substantively affect your rights.
1. Offer of License by Submission
By submitting photographs and/or other visual works (“Photographic Content”) to
ImageVortex, you are offering ImageVortex a perpetual, world-wide, non-exclusive license to the
Photographic Content pursuant to the terms of this Agreement.
2. Content of Submissions
All submissions must include: the Photographic Content; your name, mailing address,
and email address; a statement that you are the creator of the Photographic Content, if true; and a
statement that you have obtained model and/or property releases for the subjects of the
Photographic Content, if you have obtained such releases.
3. Refusal or Acceptance of License
Upon receiving your submitted Photographic Content, ImageVortex may decide to accept or
refuse your offer of license. In the event that ImageVortex refuses your submission, your offer of
license becomes terminated, and ImageVortex obtains no rights in the Photographic Content. In the
event that ImageVortex accepts your submission, ImageVortex will notify of its acceptance, and the
license granted hereunder will become effective. The decision to refuse or accept your
submission lies solely in the discretion of ImageVortex, and ImageVortex may refuse your offer for any
4. Scope of License
The license granted hereunder shall permit ImageVortex to sub-license the Photographic Content to others ("Sub-Licensees") under the terms of ImageVortex's Royalty Free License. ImageVortex allows you to choose, on a piece-by-piece basis and within certain fee limits set by ImageVortex, a license fee for the Photographic Content you submit to the Site. ImageVortex may change the license fee limits at any time without prior notice to you, however, such changes will not affect any license fees then in effect. You may alter the license fee for previously submitted Photographic Content at any time, provided that the fees fall within the fee limits then in effect.
The license granted hereunder shall permit ImageVortex to utilize the Photographic Content for purposes of advertising, marketing and promoting the Site, including but not limited to use of the Photographic Content and derivative works thereof on the Site.
The license granted hereunder may, upon your election, further permit ImageVortex to create and sub-license certain Photographic Content to Sub-Licensees in cropped, resampled and/or resized form ("Resampled Content"). You may revoke or grant at any time the permissions contained in this paragraph; however, such revocation shall not affect any licenses in the Resampled Content properly granted by ImageVortex to any Sub-Licensee, and such licenses shall remain in full force and effect after the effective date of such revocation. Nothing contained in this paragraph, nor the granting or revocation of the rights defined herein, shall affect any Sub-Licensee’s rights to crop, resample, resize of otherwise create derivative works of your Photographic Content as provided for in ImageVortex’s Royalty Free License.
5. Payment of Royalties
ImageVortex will pay you the following license fees:
(a) Licensed Content in Original Form: seventy percent (70%) of the license fees received from Sub-Licensees for your Photographic Content works thereof licensed as non-Resampled Content to such Sub-Licensees.
(b) Resampled Content I: seventy five percent (75%) of the license fees provided in subsection (a) for Resampled Content cropped, resampled or resized to 50% of the original pixel width and/or height.
(c) Resampled Content II: fifty percent (50%) of the license fees provided in subsection (a) for Resampled Content cropped, resampled or resized to 25% of the original pixel width and/or height.
ImageVortex will pay you upon receipt of a completed on-line payment request form provided your payment request is at least US$100 and your balance is sufficient to cover the requested payment amount. You may request ImageVortex to transfer your funds to your bank account by wire transfer. The fee for the wire transfer will be deducted from the total amount transferred to your bank account. You will be notified about the exact amount of such fee when you request the wire transfer, and the amount of such fee shall not exceed US$20.
6. Rights Of Third Party Intellectual Property Owners
ImageVortex respects the intellectual property rights of others and operates the Site in
compliance with the Digital Millennium Copyright Act, 17 U.S.C. § 512.
Owners of intellectual property rights, including but not limited to rights in the nature of
trademark or copyright (“Rights Owners”), who believe your Photographic Content infringes
their intellectual property rights may submit Notifications of Claimed Infringement pursuant to
17 U.S.C. § 512(c) to ImageVortex’s Designated Agent.
In the event that ImageVortex receives such Notification of Claimed Infringement from any
Rights Owner, ImageVortex will remove the allegedly infringing Photographic Content pursuant to
17 U.S.C. § 512(c) and will notify you pursuant to 17 U.S.C. § 512(g). You may submit a
Counter Notification pursuant to 17 U.S.C. § 512(g) to ImageVortex’s Designated Agent:
Moran Research and Consulting, Inc.
P.O. Box 20208
Houston, TX 77225 Tel: 713-838-1976
7. Clearances, Indemnification and Warranties
You represent and warrant that: (i) the information provided to ImageVortex in connection
with your submission is true and correct; (ii) you have sufficient rights in the Photographic
Content to grant to ImageVortex the license contained in this Agreement; and (iii) you have the
authority to enter into this Agreement.
It is your responsibility to obtain all clearances and releases, including but not limited to
property and model releases, necessary for the grant of license contained in this Agreement and
for the subsequent use by Sub-Licensees of your Photographic Content pursuant to ImageVortex’s Royalty Free License. You hereby indemnify and hold harmless ImageVortex for any claims arising
out of the Photographic Content, including but not limited to claims in the nature of rights of
publicity, privacy rights, rights to likeness, trademark infringement, and copyright infringement.
8. Term and Termination
ImageVortex may terminate this Agreement in connection with any Photographic Content
(the “Terminated Photographic Content”) at any time by providing you with written notice
including: (i) a statement of its intent to terminate; (ii) the effective date of such termination; and
(iii) an identification of the Terminated Photographic Content. ImageVortex will remove from the
Site the Terminated Photographic Content no later than the effective date of termination.
Notwithstanding the foregoing, any licenses granted by ImageVortex to any Sub-Licensee in the
Terminated Photographic Content under this Agreement shall remain in full force and effect after
the effective date of termination, such termination affecting only ImageVortex’s rights to sublicense
the Terminated Photographic Content under this Agreement.
9. Miscellaneous Provisions
Relationship of the Parties - The parties to this Agreement are independent contractors,
and nothing in this Agreement shall create a joint venture, partnership, employment relationship,
franchise relationship or taxable entity between the parties.
Notices - Except as otherwise set forth herein, any notice required or permitted to be
given under this Agreement shall be in writing, delivered by hand, nationally recognized
overnight courier service, facsimile, email or registered or certified mail, addressed to the
receiving party at the mailing address indicated below. Such notice shall be deemed to have
been given on the date delivered by hand, by email or sent by facsimile, one (1) business day
after deposit with a courier service, and three (3) business days after being deposited in the
United States mail.
At the address indicated with the submission of
Entire Agreement - This Agreement embodies the parties' entire agreement and
supersedes and cancels any prior agreement, express or implied, written or oral, with respect to
its subject matter. No modification, deletion, amendment of any provision is binding unless in
writing signed by each party's authorized representative.
No Waiver - No waiver of any default under this Agreement will apply to any subsequent
default, whether of a similar nature or not, nor will any such waiver be construed as a waiver of
any other provision of this Agreement.
Severability - If any provision, or portion thereof, of this Agreement, or its application to
any person or circumstance, shall be invalid, illegal or unenforceable to any extent, the remainder
of this Agreement, such provision and their application shall not be affected thereby, but shall be
interpreted without such unenforceable provision or portion thereof so as to give effect, insofar as
is possible, to the original intent of the parties, and shall otherwise be enforceable to the fullest
extent permitted by law.
Jurisdiction and Choice of Law - This Agreement shall be construed in accordance with the laws of the State of New York without regard to its choice of law provisions. The United
Nations Convention on Contracts for the International Sale of Goods does not govern this
Agreement. The parties hereby consent to the jurisdiction of the courts of the State of New York
and the Federal Courts located therein. Nothing contained herein shall prohibit a party from
bringing an action in a jurisdiction in which the other party is domiciled.
Construction - Whenever the singular number is used in this Agreement and when
required by the context, the same shall include the plural and vice versa, and the neuter gender
shall include the feminine and masculine genders and vice versa. The headings in this
Agreement are for convenience only and are in no way intended to describe, interpret, define or
limit the scope, extent or intent of this Agreement or any of its provisions.
Successors and Assigns - All of the covenants, terms, provisions and agreements
contained in this Agreement shall be binding upon, and inure to the benefit of, the parties hereto
and, to the extent permitted by this Agreement, their respective heirs, legal representatives,
successors and assigns.