Content Licence Agreement
Photographers' Supply Agreement
pipistock PHOTOGRAPHERS' SUPPLY AGREEMENT
By becoming a pipistock Photographer you will gain full access to the Photographers’ portions of the website located at www.pipistock.co.nz (the “Site”) and will be permitted to submit content to pipistock via the Site. The Site is owned and operated by Pipistock Ltd (“pipistock”).
This Photographers’ Supply Agreement (the “Agreement”) is a legally binding agreement between anyone intending to submit content to pipistock (“Supplier” or “you”) and pipistock. This Agreement, which may be amended from time to time, describes and controls the Supplier’s legal relationship with pipistock with respect to any content submitted by the Supplier to pipistock including but not limited to photographs, images, vectors or other media and any associated keywords, information and/or titles (collectively the “Submitted Content”), the rights the Supplier grants to pipistock in the Submitted Content, and what uses pipistock may make of the Submitted Content. This Agreement also describes the Supplier’s obligations to pipistock and pipistock’s obligations to the Supplier. Please read this Photographers’ Supply Agreement carefully and ensure you understand it.
pipistock reserves the right to amend the terms of this Agreement at any time and to notify you of such amendments by an announcement on the Photographers’ login page on the Site. The Supplier agrees to be bound by all such amendments. Amendments to these terms will also modify any agreement realised in relation to the Supplier’s earlier Submitted Content. If the Supplier does not agree to any of the amendments, the Supplier may remove part or all of the Supplier’s Submitted Content from the Site or terminate this Agreement as per the terms contained therein.
The headings in this Agreement are for convenience only and shall not affect interpretation.
1. Registration Data
To become a pipistock Supplier, access the Photographers’ portions of the Site, and submit content via the Site, you will be required to create a Photographer Account by completing pipistock’s Contributing Photographer Registration form (“Registration Form”).
1.1 The Supplier warrants that:
(a) the information provided on the Registration Form (the “Supplier Information”) is complete, current, and accurate;
(b) the Supplier will maintain and update the Supplier Information as required to keep it complete, current and accurate;
(c) the Supplier will keep the Password and Username the Supplier selects and uses in conjunction with the Supplier’s Photographer Account secret and confidential;
(d) the Supplier accepts all responsibility for any and all activities that occur under or through the use of the Supplier’s Username and Photographer Account and warrants that pipistock may rely on any instructions received under the Supplier’s Username or through the Supplier’s Photographer Account; and
(e) the Supplier will notify pipistock immediately if the Supplier believes there has been a breach of security in relation to the Supplier’s Username and/or Password and/or Photographer Account.
Note: pipistock can reset such passwords but does not have the ability to access the passwords.
1.2 The Supplier authorises pipistock to check their Supplier Information and to verify the Supplier’s identity.
2.1 pipistock has the right to refuse the creation of a Photographer Account and the right to close any Supplier’s existing Photographer Account for fraud, providing false information, copyright infringement, violation of a third party's rights of privacy or publicity, artificially inflating downloads, Submitted Content that is obscene in nature, violent or that might be construed as defamatory, or for any breach of the terms of this or any other agreement that the Supplier has with pipistock.
2.2 If the Supplier’s Photographer Account is terminated for any of the above reasons, the Supplier must obtain written authorisation from pipistock prior to establishing another Photographer Account. If the Supplier attempts to establish another Photographer Account without obtaining such authorisation, pipistock may permanently ban the Supplier from the Site and any affiliated websites and services.
2.3 The Supplier may not have more than one Photographer Account at any one time without the written agreement of pipistock.
3. Supply of Content
3.1 The parties acknowledge that the Supplier may supply Submitted Content to pipistock using the uploading procedures in the Photographers’ portion of the Site or by such other procedures as the parties may mutually agree. Each supply of Submitted Content by the Supplier will be governed by the terms and conditions of this Agreement. pipistock, in its sole discretion, may determine what Submitted Content is suitable for posting on the Site or for other means of distribution, and only such Submitted Content as it deems suitable will be considered “Approved Content” for the purposes of applicable provisions of this Agreement. A confirmation email outlining content approved and/or declined will be sent to the Supplier following the supply of Submitted Content.
3.2 pipistock Members pay a fee to pipistock to license Approved Content from the Site. Members may then download Approved Content from the Site and make broad use of such downloaded Approved Content in accordance with the Content Licence they have purchased and are under no obligation to inform pipistock or the Supplier of the uses made of such Approved Content.
3.3 In addition to the terms of this Agreement the parties acknowledge that the supply of any Submitted Content to pipistock is subject to all agreements that the Supplier has with pipistock, including but not limited to the “Website Terms and Conditions of Use”, and any other relevant terms on the Site. Any breach of such agreements or terms will be deemed to be a breach of this Agreement.
3.4 The Supplier also agrees to follow pipistock’s Submission Guide. The excessive supply of Submitted Content that does not adhere to the Submission Guide may result in the termination of the Supplier’s Photographer Account.
3.5 Non-Exclusive Relationship: While we appreciate your loyalty, pipistock does not insist on an exclusive relationship with its Suppliers. The Supplier is therefore free to market and sell any Submitted Content owned by the Supplier by other means.
3.6 Ownership of Submitted Content: the copyrights in and to all Submitted Content are retained by the Supplier. Nothing contained in this Agreement shall be construed to transfer any copyrights to pipistock except as provided for under this Agreement and the Content Licence Agreement.
4. Grant of Rights
For all of the Supplier’s Submitted Content, the Supplier hereby grants pipistock a worldwide right and licence to:
4.1 Use, reproduce, distribute, redistribute, publish, republish, upload, post, transmit, crop, package, repackage, produce and sell prints or similar image products, or display Submitted Content through the Site or other venues.
4.2 Grant worldwide, non-exclusive and non-transferable sub-licences in accordance with the terms and conditions of the Content Licence Agreement (as those terms may change from time to time) which the Supplier hereby acknowledges as having reviewed and agreed to.
4.3 Use Approved Content for pipistock’s own promotional and/or business purposes relating to the promotion of the Site and its distribution programs, and to expand the market for the licensing of Approved Content by pipistock (including, without limitation, the use of Approved Content and the Supplier’s registered and unregistered trademarks relating to the Approved Content for marketing, sales and promotional efforts whether on the Site or via other venues or through third parties). The Supplier agrees that no compensation shall be due to the Supplier for use of Approved Content for such promotional or business purposes.
The parties agree that pipistock may exercise its sole discretion and refrain from any or all of the foregoing terms 4.1 to 4.3 without any liability to the Supplier.
5.1 pipistock agrees to pay the Supplier a fee in respect of Approved Content that is licensed by pipistock Members for which pipistock receives payment (the “Supplier Earnings”).
5.2 Such Supplier Earnings shall be paid to the Supplier according to the Supplier Fee Schedule and the licensing of Approved Content by Members as recorded by pipistock. pipistock reserves the right to change the Supplier Fee Schedule in its sole discretion. These changes will be communicated on the Site. If pipistock does change the Supplier Fee Schedule, any Supplier Earnings accrued by the Supplier before the effective changes will be credited as per the Supplier Fee Schedule in effect at the time such Supplier Earnings were earned. If at any time the Supplier Fee Schedule is not acceptable to the Supplier, the Supplier may remove part or all of the Supplier’s Approved Content from the Site or terminate this Agreement as per the terms contained therein.
5.3 Where there has been Approved Content licensed to Members by pipistock and the Supplier Earnings payable to the Supplier by pipistock in respect of those licences equate to NZ$100 or such other amount as pipistock may specify from time to time (“Supplier Earnings Threshold”), pipistock will pay such Supplier Earnings into the Supplier’s NZ bank account on or about the 31st of the month. If the Supplier Earnings Threshold has not been reached within six months of the previous payment or commencement of this Agreement (whichever is later) then pipistock will pay any accrued Supplier Earnings to the Supplier on or about the 31st of the month following the expiry of that six month period. The Supplier’s payment of Supplier Earnings will be the net of:
(a) any taxes or other withholdings required by law;
(b) any monies owed by the Supplier to pipistock; and
(c) legal and other reasonable fees incurred in enforcing this Agreement or the Content Licence Agreement on behalf of the Supplier.
5.4 pipistock is entitled to hold back the payment of Supplier Earnings to the Supplier as security for any pending or threatened claim relating to any matter which is the subject of a representation, warranty or indemnity of the Supplier under this Agreement.
5.5 If pipistock makes an overpayment of Supplier Earnings to the Supplier for any reason, pipistock shall have the right to deduct the amount of such overpayment from the Supplier’s accrued Supplier Earnings or to demand the immediate repayment of such overpayment.
6. Intellectual Property
6.1 All materials on the Site, including but not limited to information, software, photographs, images, keywords, data files, code snippets, and the organisation and presentation of such materials on the Site, (collectively the “Materials”), are the property of pipistock, its licensors and/or other third parties and are protected by intellectual property laws relating to copyrights, tradenames, trademarks, internet domain names, and other proprietary rights.
6.2 By supplying Submitted Content the Supplier warrants that they own all proprietary rights, including copyright, in and to the Submitted Content.
6.3 pipistock prohibits any Submitted Content or other Materials that infringe any patent, trademark, copyright, trade secret, right to privacy, right to publicity, or any other applicable law or proprietary right from being supplied to the Site.
6.4 The Supplier agrees that neither pipistock nor its affiliates, or any of their respective directors, officers, employees, shareholders, partners, or agents (collectively the “pipistock Parties”) shall be held liable for any damages, whether direct, indirect, consequential or incidental, arising out of the use of, or the inability to use any of the Submitted Content.
6.5 pipistock does not warrant or represent that Approved Content available for download from the Site does not infringe the copyright or any rights of a third party.
7. Model/Property Releases
7.1 The Supplier represents and warrants that they have obtained a valid and binding Model Release from all required parties to permit the uses under the Content Licence Agreement of any Submitted Content that contains images of an identifiable person or people.
7.2 The Supplier represents and warrants that where required by applicable law, they have obtained a valid and binding Property Release relating to any identifiable property contained in the Submitted 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 Licence Agreement.
7.3 The Supplier agrees that they are solely responsible for obtaining and retaining all original Model and Property Releases and maintaining complete and accurate release records. Model and/or Property Releases must be provided to pipistock on request. Failure to obtain Model and /or Property Releases as per conditions 7.1 and 7.2 above, or the provision of falsified, inaccurate or otherwise defective Model/Property Releases is a breach of this Agreement and may result in the immediate termination of the Supplier’s Photographer Account by pipistock without prior notice.
8. Management of Content
8.1 pipistock cannot take responsibility for the compliance of Members or other parties to the terms of this Agreement or the Content Licence Agreement, and the Supplier acknowledges and agrees to the possibility of Submitted Content being used in a manner that is not permitted in such agreements.
8.2 While pipistock endeavours to insure that the rights of its Suppliers are not violated by Members or other parties, pipistock has no obligation to pursue any action against an alleged infringer of any of the Supplier’s rights in and to the Submitted Content.
8.3 The Supplier agrees that notwithstanding any rights they may have to pursue such Members or other parties at law, pipistock shall have no liability to the Supplier or any person claiming through the Supplier for any breach by a third party of the terms of any agreement respecting Submitted Content.
8.4 pipistock will use reasonable efforts to assist in the protection of the Supplier’s intellectual property rights at the Supplier’s request and expense.
8.5 While pipistock endeavours to review all content and communications uploaded to the Site, it is not responsible for any content, quality, or consequences of the Supplier uploading or downloading such content or communications.
8.6 Notwithstanding the foregoing, pipistock reserves the right to delete, move, refuse to accept, or edit any communication, Submitted Content, Approved Content or other Materials from the Site without notice or reason.
8.7 The Supplier may remove part or all of the Supplier’s Approved Content from the Site via the Photographers’ portion of the Site. pipistock would appreciate prior notice of such removal.
8.8 The parties agree that any licences granted by pipistock in respect of any Approved Content that is later removed from the Site will remain in full force and effect unless pipistock chooses otherwise.
8.9 The Supplier accepts all responsibility for any and all activities that occur under or through the use of the Supplier’s Username and Photographer Account including all communications, uploads and downloads made via the Site.
9. Rules of Conduct
9.1 The Supplier agrees not to use the Site for any purpose that is unlawful or not permitted by this Agreement.
9.2 The Supplier agrees not to publish, post, upload, disseminate or transmit via the Site, including any forum accessed on or through the Site, any message, information, data, files, text, links, software, graphics, pictures, or other materials that:
(a) is reasonably likely to be defamatory, offensive, upsetting, obscene, unsuitable for persons under the age of 18 years or that pipistock may advise that it reasonably considers to be in any way objectionable;
(b) infringes the intellectual property rights of any person;
(c) you know or suspect to be misleading or false;
(d) contains any virus, disabling mechanism or other destructive component; or
(e) otherwise breaches any regulation or law.
9.3 The Supplier agrees not do any of the following (either directly or indirectly) while using the Site:
(a) abuse, harass, threaten, defame, embarrass, disrespect the privacy or feelings of or cause distress or discomfort upon others;
(b) disrupt an exchange of information or otherwise act in a manner that negatively affects other users;
(c) impersonate any other person or Member or Supplier;
(d) falsify or delete any author attributions, intellectual property notices, proprietary designations or labels, legal or other proper notices regarding the origin or source of any Materials on the Site;
(e) post, upload or transmit any unsolicited advertising, promotional materials, surveys, contests or any other forms of solicitation unless expressly authorised by pipistock;
(f) breach any relevant regulation or law;
(g) obtain or attempt to gain unauthorised access to any other pipistock Photographer Accounts, Member Accounts, computer systems or networks associated with the Site;
(h) obtain or attempt to obtain any content, materials or information on the Site through any means not intentionally made available or provided for through the Site;
(i) engage in any conduct that could damage, disable, overburden or impair the Site or interfere with any other party's use and enjoyment of the Site; or
(j) engage in any other conduct that pipistock advises it considers (in pipistock’s absolute discretion) inappropriate.
10. Term and Termination
This Photographers’ Supply Agreement is effective until terminated as set out below.
10.1 The Supplier may terminate this Agreement on four weeks’ notice by emailing email@example.com or such other means of written notice acceptable to pipistock which enables confirmation of the Supplier’s identity and the Supplier’s intention to terminate this Agreement.
10.2 pipistock may terminate this Agreement for any reason by giving the Supplier four weeks’ notice by email at the last address contained in the Supplier Information.
10.3 Either party may terminate this Agreement upon written notice effective immediately upon receipt, if the other party:
(a) liquidates all or substantially all of its assets, dissolves as a corporation other than through inadvertence; otherwise ceases to do business in a material way; or
(b) makes an assignment for the benefit of creditors; or
(c) 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, reorganisation, readjustment of debt, dissolution, or liquidation law or statute of any jurisdiction, any of which shall remain in force for a period of four weeks or more; or
(d) is adjudicated insolvent or bankrupt; or
(e) is in breach of this Agreement.
10.4 In addition, pipistock may deem a Supplier’s Photographer Account to be terminated and may off-set any Supplier Earnings contained in such an account against its costs of administration if there has been:
(a) no log-in or other activity in the Supplier’s Photographer Account for two years despite reasonable commercial efforts by pipistock to contact the Supplier based on the Supplier Information of such Supplier; or
(b) in the reasonable opinion of pipistock, any material misrepresentation made as to the capacity, identity or copyright ownership of Submitted Content or the Supplier.
11. Effect of Termination
11.1 Upon the termination of this Agreement, the rights and licence granted to pipistock by the Supplier shall cease subject to the following conditions:
(a) pipistock shall remove Approved Content from the Site;
(b) regardless of the expiration or termination of this Agreement pipistock will continue, in accordance with this Agreement, to pay Supplier Earnings due to the Supplier in respect of licences granted by pipistock during any transitional period, subject to any rights of set-off under this Agreement or at law.
11.2 Upon termination, pipistock will be entitled to retain all amounts owing to the Supplier for a period of up to six weeks 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 the Supplier’s Photographer Account.
11.3 The termination or expiration of this Agreement shall not alter or affect the rights granted to licensees or other parties by pipistock pursuant to this Agreement. Licences granted by pipistock prior to termination or expiration of this Agreement will, unless pipistock chooses otherwise, remain in full force and effect.
11.4 Termination of this Agreement shall operate without prejudice to pipistock’s rights, defenses and limitations of liability under this Agreement. Those rights, defenses and limitations of liability survive termination of this Agreement. In addition, the provisions of this Agreement relating to: Management of Content, Representations and Warranties, Indemnity, Disclaimer of Warranties and all limitations of liability, survive termination of this Agreement and continue in full force and effect.
12. Representations and Warranties
The Supplier represents and warrants that:
12.1 The Supplier is at least 18 years old and has the legal capacity and authority to enter into this Agreement, is the sole and exclusive owner of the Submitted Content, has the right to grant all of the licence rights contemplated to be provided under this Agreement, and has not granted any rights, licences, or authorities with respect to any Submitted Content or any other intellectual property or technology that would conflict with or impair this Agreement.
12.2 The Submitted 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 Submitted Content.
12.3 No portion of the Submitted Content as delivered to pipistock contains any disabling mechanism or protection feature designed to prevent its use, copying or enjoyment in the manner contemplated in this Agreement, and all Submitted Content is free of any virus, worm, lock, or other mechanism or device that may be used to modify, delete, damage or disable the Site, the Submitted Content or other materials, or any other hardware or computer system, or which would otherwise render inaccessible or impair the use of the Submitted Content or the Site in any way.
12.4 The Submitted Content is original and unencumbered work and in no way infringes any patent, trademark, copyright, trade secret, right to privacy, right to publicity, or any other proprietary right of any third party, or any applicable law, or defames or casts into disrepute in any manner any third party.
The Supplier agrees to indemnify, defend and hold all pipistock Parties harmless from and against any and all claims, liability, losses, costs and expenses (including lawyers’ fees on a solicitor and client basis) incurred by any pipistock Party as a result of or in connection with:
(a) any use or alleged use of the Site or provision of Submitted Content under the Supplier’s Username or through the Supplier’s Photographer Account by any person, whether or not authorised by the Supplier; or
(b) anything resulting from any communication made or Submitted Content uploaded or downloaded under the Supplier’s Username or Photographer Account (including damage caused by viruses);
(c) any breach by the Supplier of this Agreement; or
(d) any claim threatened or asserted against any pipistock Party to the extent such claim is based upon a contention that any of the Submitted Content used within the scope of this Agreement and the Content Licence Agreement infringes any patent, trademark, copyrights, trade secret, right to privacy or publicity, or any other proprietary right of any third party, or any applicable law.
14. Disclaimer of Warranties
14.1 The Site including any Materials contained therein are subject to change and are provided “as is”. To the maximum extent permitted by law, pipistock does not make any representation, warranty or condition of any kind (expressed, implied, or statutory) regarding the Site or any Materials contained therein including but not limited to, any implied representations, warranties or conditions of merchantability, fitness for a particular purpose, and non-infringement.
14.2 pipistock does not represent or warrant that the Site or any of the Materials contained therein will be made available for sale or license, or meet your requirements, or that use of the Site will be uninterrupted, secure or error free.
14.3 pipistock does not represent or warrant that the Site, the Approved Content and/or any other Materials available for downloading through the Site will be free of viruses or similar contamination or destructive features.
15. Limitation of Liability
15.1 The Supplier assumes all responsibility and risk for the Supplier's use of the Site including without limitation any of the Materials contained therein.
15.2 In no event shall pipistock Parties be liable for any special, incidental, consequential, indirect, or punitive damages (including damages for loss of profits, interruption, loss of business information, or any other pecuniary loss) arising out of or in connection with this Photographers’ Supply Agreement or the Supplier’s use of, reliance upon or access to the Site, the Submitted Content, the Approved Content, the Materials or any part thereof, or any rights granted to the Supplier hereunder (however arising, including negligence).
15.3 Without limiting the generality of the foregoing, the maximum liability of pipistock Parties to the Supplier, whether in contract, tort (including negligence) or otherwise, shall be for direct, provable damages to an amount limited to the lesser of NZD$500 or the value of the fees collected by pipistock for the Submitted Content that is the subject of the claim.
16. General Terms
16.1 The relationship of the parties is that of independent contractors, this is not an employer - employee relationship.
16.2 pipistock’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.
16.3 If any term or condition of this Agreement is found invalid or unenforceable, the remainder of this Agreement will remain valid and enforceable. The invalid or unenforceable term or condition will be modified to the extent necessary to make it valid and enforceable and in such a manner as comes closest to the commercial object of that term or condition.
16.4 This Agreement is personal to the Supplier and the Supplier may not assign any rights or obligations under this Agreement without pipistock’s prior written consent.
16.5 pipistock reserves the right to amend the terms of this Agreement at any time and to notify the Supplier by an announcement on the Photographers’ login page on the Site. The Supplier agrees to be bound by all such amendments.
16.6 pipistock reserves the right to suspend, change or discontinue all or any aspect of the Site at any time, including the availability of any Approved Content or other Materials or feature, without prior notice or liability.
18. Laws of New Zealand
The Site is controlled, operated and administered by Pipistock Ltd (“pipistock”) in New Zealand. The Site can be accessed throughout New Zealand and worldwide. As each country has laws that may differ from those of New Zealand, the Supplier acknowledges and agrees that this Photographers’ Supply Agreement will be governed under the laws of New Zealand. The Supplier hereby agrees to irrevocably submit to the exclusive jurisdiction of the New Zealand Courts. Any dispute which may arise as to the interpretation of this Agreement or as to any matter arising out of this Agreement will be referred to a single arbitrator in New Zealand if the parties can agree upon one. If the parties cannot agree on the appointment of a single arbitrator within 15 working days, the dispute will be referred to an arbitrator appointed by the President for the time being of the New Zealand Law Society (or his or her nominee). Such arbitration will be conducted in accordance with the Arbitration Act 1996 or any amendment thereof, and the law of New Zealand.
If pipistock is obligated to go to court or arbitration to enforce any of its rights or to collect any fees, you agree to reimburse pipistock for its legal fees, costs and disbursements if pipistock is successful. .
Any notice to be given in terms of this Agreement by pipistock to the Supplier will be by email sent to the last known email address contained in the Supplier Information. Any notice to be given in terms of this Agreement by the Supplier to pipistock must be made by emailing firstname.lastname@example.org or by such other means of written notice acceptable to pipistock which enables confirmation of the Supplier’s identity and the Supplier’s intention. Any communication by email will be deemed to be received when transmitted to the correct email address of the recipient.
If the Supplier has concerns relating to the Site or this Agreement, the Supplier should contact pipistock at email@example.com
You hereby agree to be bound by the terms and conditions of this Photographers’ Supply Agreement. You further acknowledge that you have read the terms and conditions of this Photographers’ Supply Agreement, fully understand them, and have had a reasonable opportunity to seek independent advice prior to agreeing to them. You also agree that this Photographers’ Supply Agreement is the complete and exclusive statement of the agreement between you and pipistock, which supersedes any proposal or prior agreement, oral or written, and any other communication between you and pipistock relating to the subject of this Agreement.
By checking “I Agree to the Photographers’ Supply Agreement” you accept the terms and conditions set forth herein and agree to be bound by these terms and conditions.