Full Terms

• IMAGE CONTRIBUTOR AGREEMENT (COMMERCIAL)
  
  ‍IMPORTANT NOTICE: PLEASE READ CAREFULLY BEFORE ENTERING INTO THIS AGREEMENT. THIS AGREEMENT IS A LEGAL AGREEMENT BETWEEN YOU AND PICFAIR LIMITED, INCORPORATED AND REGISTERED IN ENGLAND AND WALES WITH COMPANY NUMBER 08474521. WHOSE REGISTERED OFFICE IS AT 2 Underwood Row, London, N1 7LQ ("PICFAIR").
  
  BY CLICKING ON THE RELEVANT BUTTON ON THE WEBSITE, YOU WILL HAVE SIGNALLED YOUR AGREEMENT TO THESE TERMS AND CONDITIONS FOR ALL CONTENT YOU UPLOAD TO THE SITE, AND PICFAIR WILL BE DEEMED TO HAVE ENTERED INTO THIS AGREEMENT.
  
  THIS AGREEMENT THEREBY COVERS ALL CONTRIBUTIONS BY YOU TO PICFAIR INCLUDING IMAGES UPLOADED DIRECTLY VIA PICFAIR.COM, IMAGES UPLOADED VIA A FILE TRANSFER PROTOCOL (FTP) SERVER, OR IMAGES UPLOADED VIA AN INTERNAL OR EXTERNAL APPLICATION PROGRAMMING INTERFACE (API).IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU MUST NOT UPLOAD AN IMAGE TO WWW.PICFAIR.COM.
  
  (1) DEFINITIONS
  
  ‍"Accepted Images" means all Images uploaded by you to the Website, or transferred to Picfair via file transfer protocol (FTP) server or via an internal or external application programming interface (API) and accepted by Picfair for inclusion on the Website in accordance with the terms of this agreement.
  
  ‍"Business Day" means a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
  
  ‍"Distributor" means any person who is granted a licence by Picfair to promote and market any of the Accepted Images for sale and to sub-licence such Accepted Images to third parties in accordance with the terms of clause 3.1.
  
  ‍"Image" means a photograph or other visual representation whether obtained by camera, mobile phone or any other form of photographic equipment or any other means, which is now known or which may become known in the future and shall include all metadata, keywords, descriptions and captions associated with the Image.
  
  ‍"Intellectual Property Rights" means all copyright, patents, database rights, registered and unregistered design rights, topography rights, trademarks and service marks and applications for any of the foregoing, together with all trade secrets, know-how, rights to confidence and other intellectual and industrial property rights in all parts of the world.
  
  ‍"Licensed Rights" has the meaning given to it in clause 3.1.
  
  ‍"Licensee" means any person who is granted a licence to use any of the Accepted Images via the Website in accordance with the terms of the Picfair Commercial Licensing Agreement.
  
  ‍"Picfair Commercial Licensing Agreement"means the agreement under which Picfair licenses an Accepted Image to a Licensee.
  
  ‍"Price" means the licence fee in pounds sterling in relation to an Accepted Image as set by you in accordance with clause 6.1. which shall form the basis for the fee that is charged to a Licensee in accordance with the Picfair Commercial Licensing Agreement and the fee charged to a Distributor.
  
  ‍"Releases" has the meaning given to it in clause 4.1.9.1.
  
  ‍"Website" means www.picfair.com.
  
  (2) SUBMISSION, ACCEPTANCE AND PROPERTY OF IMAGES
  
  2.1. Picfair may accept or reject any Image submitted to it in its sole and absolute discretion. Picfair reserves the right to remove any Accepted Images from the Website at any time at its sole discretion.
  
  2.2. Subject to the terms of this agreement, all Intellectual Property Rights in the Accepted Images shall at all times be and remain your property.
  
  2.3. Picfair shall use its reasonable endeavours to accord you credit on any use or reproduction of the Accepted Images in the form: "[Contributor] / picfair.com" or "picfair.com" should you wish to remain anonymous, such credit to be placed as close as possible to the Accepted Images.
  
  2.4. Any inadvertent failure by Picfair to accord credit to you in accordance with clause 2.3. and any failure by any third party to accord such credit shall not constitute a breach of this agreement by Picfair provided that Picfair use reasonable endeavours to remedy any such failure of which you make Picfair aware, as soon as reasonably practicable and on a prospective basis only, provided that Picfair is not required to incur any legal costs or expenses.
  
  2.5. You hereby waive in favour of Picfair and all its assignees and successors in title all moral rights in the Accepted Images (i.e. the right to be identified as its author and object to its derogatory treatment) to which you may be entitled under the Copyright, Designs and Patents Act 1988. as amended from time to time and under all similar legislation from time to time in force anywhere in the world.
  
  (3) GRANT OF LICENCE
  
  3.1. In consideration of payment to you of the Price, you hereby grant to Picfair a non-exclusive licence to use the Accepted Images for the full period of copyright in them including all periods of renewal, extension and revival of the copyright and thereafter in perpetuity and all necessary consents under the Copyright, Designs and Patents Act 1988. as amended from time to time or any enactment that replaces it to enable Picfair to publish, exhibit, use and otherwise exploit the Accepted Images whether alone or incorporated in or in conjunction with other works worldwide and in all formats and media now known or hereinafter devised, including on Picfair's social media sites (Facebook, Twitter, Instagram etc), in order to promote the Website within any internal and external advertising and marketing campaigns and, in particular, to sub-license the Accepted Images to Licensees in accordance with the terms of the Picfair Commercial Licensing Agreement and promote the Website (the "Licensed Rights") within any internal and external advertising and marketing campaigns.
  
  3.1.1. Licensees in accordance with the terms of the Picfair Commercial Licensing Agreement;
  
  3.1.2. Distributors and grant such Distributors the right to sub-license the Accepted Images to third parties and promote and market such Accepted Images for Sale, (the "Licensed Rights").
  
  3.2. You grant to Picfair complete and sole discretion regarding the terms and conditions of licensing the Accepted Images to Licensees, the Distributors and any other third party and acknowledge that Picfair does not guarantee that the Accepted Images will be licensed accordingly. Notwithstanding the foregoing, Picfair acknowledges it has no right to assign any Intellectual Property Rights in the Accepted Images.
  
  3.3. Picfair shall not be liable to you for any costs, expenses, loss or damage (whether direct, indirect or consequential and whether economic or other) arising from:
  
  3.3.1. a Licensee, a Distributor or any other third party, breaching and/or exceeding the rights granted to them in the Accepted Images by Picfair; and
  
  3.3.2. any unauthorised access to the Website which is malicious or technologically harmful which results in a breach of your Intellectual Property Rights in the Accepted Images.
  
  3.4. Notwithstanding the terms of clause 3.3, Picfair shall provide you with a minimum of 50% of any sums it receives from a Licensee or a Distributor as a penalty fee for breaching and/or exceeding the rights granted to it in an Accepted Image.
  
  3.5. For the avoidance of doubt the Licensed Rights shall apply to all Accepted Images uploaded by you including but not limited to those Accepted Images uploaded before the date of this agreement.
  
  (4) YOUR UNDERTAKINGS
  
  4.1. You hereby warrant and undertake that:
  
  4.1.1. you are the sole owner of the Intellectual Property Rights in the Accepted Images and have full authority to enter into this agreement;
  
  4.1.2. all captions, metadata, descriptions, headlines and tags in relation to the Accepted Images are accurate and truthful to the best of your knowledge;
  
  4.1.3. the Accepted Images have not been produced in the course of your employment within any legally binding or exclusive contractual agreement with another party, nor have they been produced under any exclusive commission which may prohibit them from being licensed by Picfair;
  
  4.1.4. the Accepted Images do not incorporate any material that infringes the Intellectual Property Rights of any third party, including any right of confidentiality or privacy, nor were they obtained through the harassment of any person, nor do they contain any obscene, blasphemous or defamatory matter, and their exploitation shall not place any person in contempt of court, in breach of any provision of any statute or give rise to any other criminal or civil liability;
  
  4.1.5. you are not aware, having made full and reasonable enquiry, of any viruses within any Image uploaded by you to the Website, or transferred to Picfair via file transfer protocol (FTP) server or via an internal or external application programming interface (API);
  
  4.1.6. you are not aware, having made full and reasonable enquiry, of any claim by any third party that any Accepted Image or any pre-existing material incorporating an Accepted Image or included within an Accepted Image, or the exploitation of an Accepted Image by either party, has infringed or will infringe any Intellectual Property Rights or any other rights of any third party and you agree that you shall immediately inform Picfair if you becomes aware of any such claim; and
  
  4.1.7. either:
  
  4.1.7.1. no third-party permissions and releases (in particular, model releases) are necessary in relation to the Accepted Images in order to grant the Licensed Rights to Picfair (and enable Picfair to exercise the rights granted to it under this agreement) without infringing the rights of any third party (the "Releases" ); or
  
  4.1.7.2 you have obtained all Releases required in relation to the Accepted Images (and shall promptly provide copies of the same to Picfair upon request) and you hereby acknowledge that Picfair shall not be liable for any payments to third parties necessary to obtain such Releases.
  
  4.2. You hereby indemnify Picfair and shall at all times keep Picfair indemnified against all actions, proceedings, costs, claims and damages whatsoever incurred by or awarded against Picfair and compensation agreed by Picfair in consequence of any breach or non-performance by you of any of the warranties and undertakings in this agreement.
  
  (5) PROTECTION OF INTELLECTUAL PROPERTY
  
  5.1. Picfair shall immediately notify you in writing giving full particulars if any of the following matters come to its attention:
  
  5.1.1. any actual, suspected or threatened infringement of the Intellectual Property Rights in the Accepted Images;
  
  5.1.2. any claim made or threatened that the Accepted Images infringes the rights of any third party; or
  
  5.1.3. any other form of attack, charge or claim to which the Intellectual Property Rights in the Accepted Images may be subject.
  
  5.2. In respect of any of the matters listed in clause 5.1, it is acknowledged that:
  
  5.2.1. you shall, at your absolute discretion, decide what action to take, if any;
  
  5.2.2. you shall have exclusive control over, and conduct of, all claims and proceedings;
  
  5.2.3. Picfair shall not make any admissions other than to you and Picfair shall, at your cost, provide you with all assistance that you may reasonably require in the conduct of any claims or proceedings; and
  
  5.2.4. you shall bear the cost of any proceedings and shall be entitled to retain all sums recovered in any action for his own account.
  
  (6) PRICING AND PAYMENT
  
  6.1. You must set a Price for each Accepted Image in accordance with the instructions set out on the Website and you shall be entitled to amend the Price at your discretion whenever you choose but only with prospective effect.
  
  6.2. In full and final consideration of the upload of the Images and the grant of the rights hereunder Picfair agrees to pay you the Price in respect of each Accepted Image it licenses to a Licensee in accordance with the terms of the Picfair Commercial Licensing Agreement or its licence with a Distributor.
  
  6.3. Within 24 hours of a Licensee buying a licence of the Accepted Image in accordance with the terms of the Picfair Commercial Licensing Agreement or within 24 hours of Picfair receiving payment from a Distributor for the purchase of a licence of the Accepted Image, Picfair shall notify you via an automated email which shall stipulate the Price credited to your registered account on the Website at the time the Accepted Image was licensed. You acknowledge that Picfair shall not be in breach of this clause if your spam email filter (or any similar technology) prevents any Picfair email notification from arriving in your inbox.
  
  6.4. You may invoice Picfair for all or part of the funds credited to your registered account on the Website in accordance with clause 6.3. via the instructions set out on the Website and Picfair shall process such invoice within 48 hours of receipt. The funds will then be transferred to you following such processing in accordance with the method of transfer specified in your invoice.
  
  6.5. You shall be responsible for the filing of all tax returns and the payment of all income tax and charges of a similar nature raised or charged in respect of all monies due to you pursuant to this agreement.
  
  6.6. You expressly agree and acknowledge that any payment due under clause 6.1. is in full and final compensation for all rights granted hereunder and (without prejudice to the generality of the foregoing) you expressly acknowledge that you shall not be entitled to any further fees or compensation from Picfair in respect of the exploitation of the Accepted Image.
  
  (7) TERM AND TERMINATION
  
  7.1. This agreement shall continue until terminated by either party in accordance with this clause
  
  7.7.2. This agreement may be terminated immediately by either party for failure of the other party to comply with any material term of the agreement, if after thirty 30 days of receipt of notice of such failure, the default is not cured.
  
  7.3. You shall have the right to terminate this agreement immediately by either removing all Accepted Images from the Website or closing down your registered account on the Website.
  
  7.4. Upon termination of this agreement for any reason and subject to any express provisions set out elsewhere in this agreement:
  
  7.4.1. all rights and licences granted pursuant to this agreement shall cease, save that:
  
  7.4.1.1. Picfair’s right to use the Accepted Images to promote the Website under clause 3.1. shall continue following the date of termination, albeit solely for use within existing promotional material at the date of termination; and
  
  7.4.1.2. such termination will not affect the terms of any Picfair Commercial Licensing Agreement or any agreement that Picfair has with a Distributor and any such licence will continue in full force and effect according to its terms.
  
  7.4.2. any sum credited to your registered account on the Website shall be transferred to you in accordance with clause 6.4. within 28 Business Days of the date of termination; and
  
  7.4.3. unless already removed, the Accepted Images shall be removed from the Website within 28 Business Days of the date of termination.
  
  (8) MISCELLANEOUS
  
  8.1. Picfair shall be entitled to assign or license all the rights granted to it under this agreement to any third party without notice to you. You shall not be entitled to assign or sub-license their rights under this agreement.
  
  8.2. Picfair shall be entitled to vary the terms of this agreement on written notice to you. You shall not be entitled to vary this agreement.
  
  8.3. All notices to be served in accordance with this agreement may be served by email. The email address of Picfair shall be as displayed on the Website from time to time your email address shall be as set out in your registered account details on the Website, as may be amended from time to time. For the avoidance of doubt, your email address shall not be disclosed to any other party by Picfair, save for its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out Picfair's obligations under this agreement and as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
  
  8.4. If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this agreement.
  
  8.5. This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
  
  8.6. This agreement shall be governed by and read in and construed in accordance with the Laws of England and the parties hereto submit to the exclusive jurisdiction of the Courts of England and Wales for the settlement of any disputes hereunder.
  
  Version: 2018-Feb