Market Contributor Terms of Service

Dear Stock Contributor:

THE FOLLOWING IS A LEGALLY BINDING AGREEMENT BETWEEN YOU AND PIXOTO, INC. ("PIXOTO"). PLEASE READ THE AGREEMENT CAREFULLY AND BE SURE YOU UNDERSTAND IT FULLY. THIS AGREEMENT, WHICH MAY BE AMENDED FROM TIME TO TIME, DESCRIBES AND CONTROLS YOUR LEGAL RELATIONSHIP WITH PIXOTO, THE RIGHTS YOU ARE GRANTING TO PIXOTO IN ANY PHOTOGRAPHS, IMAGES, OR OTHER MEDIA TOGETHER WITH ANY ASSOCIATED KEYWORDS AND/OR TITLES AND/OR DESCRIPTIONS SUBMITTED BY YOU TO PIXOTO ("SUBMITTED CONTENT") AND WHAT USES PIXOTO MAY MAKE OF THE SUBMITTED CONTENT. THIS ELECTRONIC DOCUMENT ALSO EXPLAINS YOUR OBLIGATIONS TO PIXOTO AND PIXOTO'S OBLIGATIONS TO YOU; INCLUDING THE OBLIGATION TO PAY YOU AS HEREINAFTER SET FORTH.

PIXOTO RESERVES THE RIGHT TO MODIFY THESE TERMS AT ANY TIME AND TO NOTIFY YOU BY AN ANNOUNCEMENT ON YOUR LOGIN PAGE OF THE MODIFICATIONS. YOU AGREE TO BE BOUND BY ALL SUCH CHANGES. IF YOU DO NOT AGREE WITH ANY OF THE CHANGES PLEASE REMOVE ALL OR THAT PORTION OF YOUR SUBMITTED CONTENT TO WHICH YOU DO NOT WISH THE CHANGES TO APPLY FROM THE PIXOTO WEBSITE.

PIXOTO OPERATES A STOCK MEDIA LICENSING SERVICE AND A PRINT-ON-DEMAND DIRECT TO CONSUMER MARKETING SERVICE. PIXOTO'S SUBSCRIBERS PAY A FLAT FEE TO LICENSE CONTENT FROM THE PIXOTO.COM WEBSITE. SUBSCRIBERS MAY MAKE BROAD USE OF SUCH DOWNLOADED CONTENT FOR ONE FLAT FEE AND ARE UNDER NO OBLIGATION TO INFORM PIXOTO OR YOU OF THE USES MADE OF ANY SUBMITTED CONTENT.

By submitting any content to Pixoto, you hereby grant Pixoto, a worldwide, non-exclusive right and license to reproduce, prepare derivative works incorporating, publicly display, market, sublicense and sell any Submitted Content uploaded by you and accepted by Pixoto, during the term of this agreement. Pixoto, in the exercise of its discretion, may refrain from any or all of the foregoing without any liability to you. You expressly waive any artists' authorship rights or any droit moral that you would otherwise have under the laws of the State of Colorado, United States Copyright Act or similar laws of any jurisdiction.

Pixoto shall have the right, but not the obligation, to license all Submitted Content to its subscribers for use in accordance with Pixoto's Standard License or any other licenses Pixoto may grant or agreements Pixoto may enter into from time to time. Said licensing terms are deemed incorporated into and made a part of these Submitter Terms of Service by this reference.

  1. 1. Ownership of Submitted Content: the copyrights in and to all Submitted Content remain with the owner of such copyrights. Nothing contained herein shall be construed to transfer any copyrights to Pixoto.

  2. 2. Non-Exclusive Relationship: You are free to market any materials owned by you, including your Submitted Content, on any other website (or by any other means), whether they compete with Pixoto or not.

  3. 3. Model Releases: As a content submitter, you agree to provide valid and accurate model releases for all Submitted Content you upload to Pixoto that, in Pixoto's judgment, contains an identifiable face or identifiable human figure or other identifiable attribute. If you do not have a model release for Submitted Content that contains an image or images of an identifiable person, Pixoto may choose to accept the Submitted Content for so-called "editorial use." You agree that you are solely responsible for retaining all original model releases and maintaining complete and accurate model release records. Model releases are to be electronically delivered to Pixoto with the Submitted Content. The submission of falsified, inaccurate or otherwise defective model releases is a material breach of this agreement and can result in the immediate termination of your account without prior notice. Model releases submitted by you shall not contain any terms inconsistent with these Terms of Service or contain any restrictions not contained in the Pixoto Model Release located at Model_Release.pdf

  4. 4. Accounts: Pixoto has the right to refuse to establish an account or to close any existing account, for fraud, intellectual property infringement, violation of a third party's rights including those of privacy or publicity, attempting to manipulate the voting system, asking people to vote for or against any image on Pixoto, submission of material that is obscene in nature, violent or that might be construed as defamatory, failure to comply with Pixoto's guidelines as may be amended from time to time, or for any breach of the terms of this or any other agreement that you have with Pixoto. You and/or Pixoto may terminate your account at any time for convenience. If your account is terminated for any reason you must obtain written authorization from Pixoto prior to establishing another account. If you attempt to establish another account without obtaining such authorization, Pixoto may permanently ban you from this website and its affiliated websites and services. You may not have more than one active submitter account at any time without the written consent of Pixoto in each instance. If such consent is granted, you may not submit identical images to more than one account.

  5. 5. Submitted Content:

    1. a. Pixoto has the right to refuse to accept any Submitted Content for any reason. Pixoto has the right to remove any Submitted Content from the Pixoto website for any reason. Submitted Content will be removed if Pixoto believes that the Submitted Content will subject Pixoto or any of its officers, managers, directors or employees to legal action or if the Submitted Content violates the terms of this agreement. You have the right to remove any of your Submitted Content from the Pixoto website at any time for any reason whatsoever.

    2. b. Pixoto shall use reasonable efforts to cause Submitted Content removed from the Pixoto website to be removed from the websites of any Pixoto affiliates (including co-branded websites) within sixty (60) days of the removal of the subject Submitted Content from the main Pixoto website.

    3. c. Any licenses issued by Pixoto in respect of any Submitted Content that is later removed from the Pixoto website will remain in full force and effect.

  6. 6. Compensation:

    1. a. Pixoto shall pay you a royalty for each unique download of Submitted Content for which Pixoto receives payment. The current royalty rates are set forth on the Earnings Schedule. If a subscriber downloads the same item of Submitted Content more than once, you will be paid once only. Pixoto may make your Submitted content available to resale partners and you will receive a percent of total revenue associated with any sales of your images as defined on the earnings schedule. For Print-on-demand sales Pixoto will pay you an amount as defined on the market settings page

    2. b. Royalty payments and accompanying statements will be issued monthly, on or about the 15th day of each month for the previous months downloads. Payments are automatic and do not need to be requested.

    3. c. There is a minimum payout rate of Seventy Five US Dollars (USD 75.00) per accounting period for electronic payments. If you request that payments be made to you by check, the minimum payment is Three Hundred US Dollars (USD 300.00) per accounting period. If during an accounting period, you haven't accumulated Seventy Five US Dollars (USD 75.00) or Three Hundred US Dollars (USD 300.00) in royalties, and/or other compensation, as applicable, your compensation will be brought forward into the next accounting period. If you cancel your account, prior to accrued earnings in your royalty account totaling Seventy Five US Dollars (USD 75.00) or Three Hundred US Dollars (USD 300.00) in royalties, as applicable depending upon your selected method of payment, such royalties will be forfeited by you. Pixoto reserves the right to hold the first payment for 60 days to prevent fraud.

    4. d. If your account is cancelled for a breach of the material terms of this agreement, in addition to its other rights at law or in equity, Pixoto shall have the right to retain any royalties and/or other compensation otherwise payable to you hereunder as liquidated damages.

    5. e. You may not use the Pixoto service as a means of transferring your Submitted Content to a single subscriber or small number of subscribers nor may you download your own Submitted Content. Such activity constitutes a material breach of this agreement. If you engage in such activity, Pixoto may avail itself of all rights it has under this agreement, including terminating your account and/or retaining any accrued but unpaid royalties.

    6. f. If you are credited with a download or downloads and Pixoto thereafter issues a refund to the customer(s) / subscriber(s) that downloaded any or part of your Submitted Content, Pixoto shall have the right to deduct royalties credited to your account and allocated to such refunded subscriptions. Credit card chargebacks will be treated in the same manner as refunded subscriptions. Pixoto does NOT currently deduct chargebacks and refunds from submitters for Standard License downloads but reserves the right to change this policy at any time without notice. If Pixoto makes an overpayment of royalties or other compensation to you for any reason, Pixoto shall have the right to deduct the amount of such overpayment from your accrued royalties or to demand the immediate repayment of such overpaid royalties or other compensation.

    7. g. If you are a "US Person" as said term is defined by the IRS, a signed and completed IRS Form W-9 must be submitted to Pixoto for Pixoto to make payments to you. You will receive an email containing instructions on how to download and submit this IRS form to us. A W-9 is used to certify under penalties of perjury that your social security number is correct and that you are not subject to backup withholding taxes. Foreign persons might be subject to U.S. income tax on income they receive from U.S. sources. If you are a "Foreign Person" as said term is defined by the IRS, a signed and completed IRS Form W-8 must be submitted to Pixoto in order for you to claim a reduced rate of, or exemption from, withholding as a resident of a foreign country with which the United States has an income tax treaty. You will receive an email containing instructions on how to download and submit this IRS form to us.

    8. h. Pixoto may modify the royalty rate and/or payment schedule at any time will notify you via email to your primary email address. If Pixoto does modify the royalty rate, royalties earned before the effective change in rates will be credited at the rate in effect at the time such royalties were earned.

    9. i. If you receive your payments through an online payment processing service (e.g., Paypal or Moneybookers) you may not share your online payment processing service account with another Pixoto submitter.

  7. 7. Pixoto Trademarks:

    1. a. For the purposes of these Submitter Terms of Service, the term, "Trademark(s)" means all common law or registered trademarks, logos, service marks, trade names, Internet domain names, or other indications of origin now or in the future used by Pixoto.

    2. b. Nothing contained herein grants or shall be construed to grant you any rights to use any Pixoto Trademark.

    3. c. You agree that you will not use Pixoto's Trademarks in any manner that might tarnish, disparage, or reflect adversely on such Trademarks or Pixoto. Nor will you contest or otherwise challenge (e.g., in any legal action or otherwise), or assist or encourage any other person or entity to contest or challenge, the validity of any of Pixoto Trademarks or the Trademark rights claimed by Pixoto.

    4. d. You agree that you will not use any Pixoto Trademark or any variant thereof including misspellings) as a domain name or as part of a domain name regardless of the top-level domain, or as a metatag, keyword, or any other type of programming code or data.

    5. e. You may not at any time, adopt or use, without Pixoto's prior written consent any word or mark which is similar to or likely to be confused with Pixoto's Trademarks.

    6. f. The look and feel of the Pixoto website, including all page headers, custom graphics, button icons, and scripts, is the trade dress and/or trademark or service mark of Pixoto and may not be copied, imitated or used, in whole or in part, without the prior written consent of Pixoto.

    7. g. You may not use a Pixoto trademark, logo, image or other proprietary graphic of Pixoto to link to the Pixoto website without the prior written consent of Pixoto.

    8. h. You may not frame or hotlink to the Pixoto website or any image other than your own without the prior written consent of Pixoto.

    9. i. All rights in and to Pixoto's Trademarks not expressly granted to you hereunder are reserved by Pixoto.

  8. 8. Photo and Footage Submission Guidelines: You agree to follow Pixoto's contributor guidelines. The submission of content that does not adhere to Pixoto's guidelines may result in the termination of your Pixoto account. The terms of Pixoto's Submitter Guidelines are deemed incorporated into and made a part of these Terms of Service by this reference.

  9. 9. Copyright Infringement Claims: While Pixoto takes commercially reasonable steps to ensure that the rights of its Submitters are not violated by subscribers or other parties, Pixoto has no obligation to pursue legal action against any alleged infringer of any of your rights in and to any Submitted Content. You hereby grant Pixoto the right and authority to take such steps as Pixoto deems commercially reasonable to protect Pixoto's rights in the Submitted Content. Pixoto recommends that you register all of your Submitted Content for copyright protection, as such registration is generally a prerequisite to commencing an action for copyright infringement. More information on registering your work for copyright protection can be found at http://www.copyright.gov/.

  10. 10. Representations and Warranties:

    You represent and warrant that:

    1. a. you have the full right, power and authority to enter into this agreement and to fully perform all of your obligations hereunder;

    2. b. you are under no legal disability or contractual restriction that prevents you from entering into this agreement;

    3. c. the Submitted Content and all parts thereof are owned and/or controlled by you, unencumbered and original works and are capable of copyright protection in all countries where copyright or similar protection is available;

    4. d. if the Submitted Content contains sound recordings, music and/or lyrics, you own or have acquired all rights to use such sound recordings, music and/or lyrics from the owner of the copyright in such sound recordings, music and/or lyrics;

    5. e. if the Submitted Content consists in whole or in part of design elements, fonts, clipart, sprites, vectors, brush tools and the like that are included in design programs (e.g., Photoshop, Daz, Illustrator) by uploading such Submitted Content to Pixoto, you warrant and represent that the end user license agreement, terms of service or the equivalent license held by you does allow you to incorporate such elements in Submitted Content created by you, and to license such Submitted Content to Pixoto for the purposes set forth herein;

    6. f. the Submitted Content is neither obscene nor defamatory and does not infringe the copyright or any other rights of any third party, including, without limitation, trademark rights and the rights of privacy and publicity;

    7. g. there is no suit action or claim or other legal or administrative proceeding now pending or threatened which might directly or indirectly affect the Submitted Content or which might in any way impair the rights granted by you hereunder; and

    8. h. you will not transmit unsolicited emails or engage in so-called "spamming" to publicize or promote your relationship with Pixoto or the sale of your Submitted Content - nor will you advertise or otherwise publicize your relationship with Pixoto, nor will you use Pixoto's trademarks through the use of search engine advertising and/or marketing. You acknowledge that such advertising might infringe on the intellectual property rights of Pixoto and/or third parties. In addition to its other rights and/or remedies under this agreement, Pixoto shall be under no obligation to pay you any referral fees or other compensation if you violate the terms of this subparagraph.

    Pixoto represents and warrants that:

    1. i. it has the power and authority to enter into this agreement and to fully perform all of its obligations hereunder; and

    2. j. upon making or learning of any claim that is inconsistent with any of the warranties or representations made by you, Pixoto shall send you written notice of such claim, using the email address provided by you to Pixoto, specifying the details of the claim as then known to Pixoto. Pending the determination of such claim, Pixoto may withhold from royalties and/or other compensation due to you hereunder, such sums as are reasonably related to the probable value of the claim as determined by Pixoto. You will cooperate fully with Pixoto in the defense of any such claims. You may participate in the defense of any claim through counsel of your selection at your own expense.

  11. 12. Indemnification: You shall indemnify and hold Pixoto harmless from and against any and all claims, losses, damages, costs and expenses (including reasonable attorneys' fees and disbursements) arising out of any breach or claimed breach of any of your representations or warranties or any of your obligations pursuant to these Terms of Service, provided that, except in the case of third party claims, you shall not be liable for any incidental, consequential, or special damages. Pixoto shall indemnify and hold you harmless from and against any and all claims, losses, damages, costs and expenses (including reasonable attorneys' fees and disbursements) arising out of any breach or claimed breach of any of Pixoto's representations or warranties or any of Pixoto's obligations pursuant to these Terms of Service, provided that, except in the case of third party claims, Pixoto shall not be liable for any incidental, consequential, or special damages. In any case in which indemnification is sought as the result of a claim by a third party, the indemnified party shall: (i) promptly notify the indemnifying party of the claim (provided that the failure to do so shall not relieve the indemnifying party of its obligations hereunder except to the extent such failure to notify materially prejudices the indemnifying party); and (ii) afford the indemnifying party the opportunity of defending such claim and controlling the litigation, settlement or other disposition of such claim (provided that any settlement shall require the indemnified party's consent). If the indemnifying party does not elect to defend such claim, then the indemnified party may do so at the indemnifying party's sole expense. The indemnified party may participate in any such action with its own counsel at its expense.

  12. 13. Miscellaneous:

    1. a. The relationship of the parties is that of independent contractors.

    2. b. This agreement contains the entire understanding of the parties with respect to the subject matter covered herein and supersedes any prior agreements with respect to such subject matter.

    3. c. The validity, interpretation and enforcement of this Agreement, matters arising out of or related to this Agreement or its making, performance or breach, and related matters shall be governed by the internal laws of the State of New York (without reference to choice of law doctrine). Any legal action or proceeding concerning the validity, interpretation and enforcement of this Agreement, matters arising out of or related to this Agreement or its making, performance or breach, or related matters shall be brought exclusively in the courts of the State of Colorado in the County of Boulder or of the United States of America for the District of Colorado, and all parties consent to the exclusive jurisdiction of those courts, waiving any objection to the propriety or convenience of such venues.

    4. d. If any part of this agreement is held void or unenforceable, it shall not affect the validity of the balance of the agreement. This agreement shall be binding upon and shall inure to the benefit of each party and their respective legal representatives, successors in interest and permitted assigns.

    5. e. Pixoto will not be liable for any damages, including actual, indirect, special, or consequential damages arising from the submission or use of your Submitted Content or the termination of your Submitter Account.

  13. 14. Modifications: Pixoto reserves the right to modify these terms at any time and to notify you by an announcement on your login page of the modifications. You agree to be bound by all such changes.

BY SUBMITTING ANY CONTENT TO PIXOTO, YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS AND THE TERMS AND CONDITIONS OF PIXOTO'S PRIVACY STATEMENT (WHICH BY THIS REFERENCE IS DEEMED INCORPORATED HEREIN), WITH THE SAME FORCE AND EFFECT AS IF YOU SIGNED SUCH DOCUMENTS BY HAND.

Effective 9/1/2012