Dear Submitter:
THE FOLLOWING IS A LEGALLY BINDING AGREEMENT BETWEEN YOU AND SHUTTERSTOCK, INC. ("SHUTTERSTOCK"). 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 SHUTTERSTOCK, THE RIGHTS YOU ARE GRANTING TO SHUTTERSTOCK IN ANY PHOTOGRAPHS, IMAGES, VECTORS, VIDEOS OR OTHER MEDIA SUBMITTED BY YOU TO SHUTTERSTOCK ("SUBMITTED CONTENT") AND WHAT USES SHUTTERSTOCK MAY MAKE OF THE SUBMITTED CONTENT. THIS ELECTRONIC DOCUMENT ALSO EXPLAINS YOUR OBLIGATIONS TO SHUTTERSTOCK AND SHUTTERSTOCK'S OBLIGATIONS TO YOU, INCLUDING THE OBLIGATION TO PAY YOU AS HEREINAFTER SET FORTH.
SHUTTERSTOCK MAINTAINS A ROYALTY FREE STOCK MEDIA LICENSING SERVICE. SHUTTERSTOCK'S SUBSCRIBERS PAY A FLAT FEE TO LICENSE CONTENT FROM THE SHUTTERSTOCK.COM WEBSITE. SUBSCRIBERS MAY MAKE BROAD USE OF SUCH DOWNLOADED CONTENT FOR ONE FLAT FEE AND ARE UNDER NO OBLIGATION TO INFORM SHUTTERSTOCK OR YOU OF THE USES MADE OF ANY SUBMITTED CONTENT.
By submitting any content to Shutterstock, you hereby grant Shutterstock, 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 Shutterstock, during the term of this agreement. Shutterstock, 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 that you would otherwise have under the laws of the State of New York, United States Copyright Act or similar laws of any jurisdiction.
Shutterstock shall have the right, but not the obligation, to license all Submitted Content to its subscribers for use in accordance with Shutterstock's Standard and/or Enhanced Licensing terms of service for still images, which can be read by clicking on the following link: http://www.shutterstock.com/licensing.mhtml and Shutterstock's Footage Terms of Service which can be read here. Said licensing terms are deemed incorporated into and made a part of these Image Submitter Terms & Conditions by this reference. Please note, in the event that changes are made to any of the foregoing licenses, those changes will only affect users who subscribe to Shutterstock or renew their subscriptions after the effective date of the changes to those licenses. To determine which terms of service govern the use of your Submitted Content click here.
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 be a transfer of any copyrights to Shutterstock.
2. Non-Exclusive Relationship: Shutterstock does not insist on an exclusive relationship with any of its submitters. While we appreciate loyalty, 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 Shutterstock or not.
3. Model Releases: As a content submitter, you agree to provide valid and accurate model releases for all Submitter Content you upload to Shutterstock that, in Shutterstock's judgment, contains an identifiable face or identifiable human figure. If you do not have a model release for Submitted Content that contains an image or images of an identifiable person, Shutterstock 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 delivered to Shutterstock with the Submitted Content. The submission of falsified, inaccurate or otherwise defective model releases can result in the immediate termination of your account without prior notice.
4. Accounts: Shutterstock has the right to refuse to accept any Submitted Content for any reason. Shutterstock also has the right to refuse to establish an account or to close any existing account, for fraud, copyright infringement, violation of a third party's rights of privacy or publicity, artificially inflating downloads, repeated submission of material 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 you have with Shutterstock. If your account is terminated for any reason you must obtain authorization from Shutterstock prior to establishing another account. If you attempt to establish another account without obtaining such authorization, Shutterstock may permanently ban you from this website and its affiliated websites and services.
5. Removal of Submitted Content:
a. Shutterstock has the right to remove any Submitted Content from the Shutterstock website for any reason. Submitted Content will be removed if Shutterstock believes that the Submitted Content will subject Shutterstock or any of its officers, 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 Shutterstock website for any reason whatsoever.
b. Shutterstock shall use reasonable efforts to cause Submitted Content removed from the Shutterstock website to be removed from the websites of any Shutterstock affiliates (including co-branded websites) within sixty (60) days of the removal of the subject Submitted Content from the main Shutterstock website.
c. Any licenses issued by Shutterstock in respect of any Submitted Content that is later removed from the Shutterstock website will remain in full force and effect.
6. Enhanced License / CD A Month Program / Shutterstock Footage
a. Unless you "opt out" (please see "Edit Your Account") Shutterstock shall have the right to issue an "Enhanced License" in respect of your Submitted Content. The terms of the Enhanced License are incorporated herein and made a part hereof by this reference. In short, Subscribers who purchase an Enhanced License shall have the right to make broader use of your Submitted Content. For example, there are no limitations on the number of items an Enhanced License subscriber can manufacture. Please read and familiarize yourself with the terms of the Enhanced License portion of the Subscriber Terms of Service.
b. Unless you opt out (please see "Edit Your Account"), Shutterstock shall have the right to include any of your previously downloaded Submitted Content on CDs distributed by Shutterstock (solely in connection with "Shutterstock's CD A Month Program" as described below) to its subscribers that have downloaded your Submitted Content. The CDs sold in connection with the CD A Month Program will be backups of Submitted Content previously downloaded by the subscriber purchasing the CD A Month option. You will be compensated for Submitted Content included in the CD A Month Program as provided in Paragraph 7a. Please note that the CD A Month Program will only provide subscribers to the program with CDs of the Images previously downloaded by them at the end of each Subscription Term. Subscribers to the CD A Month Program will not be able to purchase additional CDs. The CDs will be solely for the individual subscriber's use and not for distribution.
c. If your Submitted Content consists of moving images, animations, films, videos or other audio/visual representations, excluding still images, such Submitted Content, for the purposes of this agreement, will be deemed to be Shutterstock Footage and licensed to Shutterstock Customers pursuant to the Shutterstock Footage License. Please read and familiarize yourself with the terms of the Shutterstock Footage License.
7. Compensation:
a. Shutterstock pays its submitters per unique download. The current royalty rate per download is 25 cents per unique image, file, vector or any other Submitted Content (excluding Shutterstock Footage) downloaded by each paid Shutterstock subscriber. Subscribers may download as much Submitted Content as they desire, subject to the limitations of their individual subscription plans. Your royalty account will be credited for each item of Submitted Content downloaded by a paid subscriber. However, if a subscriber downloads the same item of Submitted Content more than once, you will be paid once only. For co-branded sites that license or sell Shutterstock content on a per image or per item basis, royalties payable to you will be 20% of the purchase price or licensing fee paid for such image or item. For sites that license images from Shutterstock for re-licensing (on a per-image basis) you will be paid the greater of: a) 25 cents per unique download; and b) 20% of the income attributable to each unique download actually received by Shutterstock. The royalty payable to you for each unique download of Shutterstock Footage shall be thirty (30%) percent of the money actually received by Shutterstock for the Shutterstock Footage download in question. If your Submitted Content is embodied on CDs to be sold by Shutterstock through its "CD A Month Program" (a subscription service whereby subscribers receive monthly backup CDs containing Submitted Content downloaded by them during the previous 30 days), you will be paid an additional 5 cents per image per CD sold by Shutterstock, via such program, and for which Shutterstock receives payment. If Shutterstock licenses any of your Submitted Content pursuant to its Enhanced License, you will be paid the sum of 20 dollars per unique image, file, vector or any other Submitted Content (excluding Shutterstock Footage) downloaded by each paid Enhanced License Shutterstock subscriber.
b. Royalty payments and accompanying statements will be issued monthly, on the 15th day of each month for the previous months downloads. Payments are automatic and do not need to be requested.
c. There is a minimum payout rate of $75 per accounting period. If during an accounting period, you haven't accumulated $75 worth of royalties, your royalties will be brought forward into the next accounting period. If you cancel your account, or if your account is cancelled for violation of this agreement at any time prior to accrued earnings in your royalty account totaling $75, such royalties will be forfeited by you.
d. Neither you nor any member of your immediate or extended family may purchase a Shutterstock subscription and download any of your Submitted Content. You will be deemed to have forfeited all of your accrued royalties if Shutterstock determines that you or a member of your immediate or extended family has been downloading your Submitted Content from the Shutterstock website. If you, or a family member purchases a Shutterstock subscription, you must notify Shutterstock immediately by email.
e. If you are credited with a download or downloads and Shutterstock thereafter issues a refund to the customer(s) / subscriber(s) that downloaded any or part of your Submitted Content, Shutterstock 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. Shutterstock does NOT currently deduct chargebacks and refunds from submitters but reserves the right to change this policy at any time. Shutterstock DOES deduct the amount credited to your account for refunds and chargebacks in respect of Enhanced Licenses and licenses issued for Shutterstock Footage. If Shutterstock makes an overpayment of royalties to you for any reason, Shutterstock 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.
f. If you refer other content submitters to Shutterstock pursuant to Shutterstock's referral program, you will be paid 3 cents for each 25 cents in royalties your referred content submitter is paid by Shutterstock. Any referrer royalties credited to your account from a subscription that is later refunded or charged back to Shutterstock will be deemed to be an overpayment of royalties to you. Notwithstanding anything to the contrary contained herein, there will be no referral fees or other referral compensation payable in connection with any Submitted Content downloaded pursuant to the Enhanced License or Shutterstock Footage license.
g. If you refer a subscriber to Shutterstock and the subscriber identifies you to Shutterstock as the referring party, your royalty account will be credited with 20% (but in no event more than $50) of the original subscription price paid by the subscriber. You will not receive a royalty for any renewals of any subscriptions. For example, if you refer somebody and they pay $100 for a Shutterstock subscription, your royalty account will be credited with 20% of $100 - or $20. Any referrer royalties credited to your account from a subscription that is later refunded or charged back to Shutterstock will be deemed to be an overpayment of royalties to you.
h. If you are paid $400 or more dollars by Shutterstock in any given calendar year, a signed and completed IRS form W9 must be submitted to Shutterstock by fax in order for Shutterstock to legally continue making payments to you. You will receive an email containing instructions on how to download and fax this IRS form to us. A W9 is used to certify under penalties of perjury that your social security number is correct and that you are not subject to backup withholding.
i. Shutterstock may modify the royalty rate and/or payment schedule at any time and notify you by an announcement on your login page of the modifications. If Shutterstock 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.
8. Photo and Footage Submission Guidelines: You agree to follow Shutterstock's Photo Submission Guidelines and Shutterstock Footage Submission Guidelines, as applicable. The excessive submission of content that does not adhere to Shutterstock's guidelines may result in the termination of your Shutterstock account. The terms of Shutterstock's Photo Submission Guidelines and Shutterstock Footage Submission Guidelines are deemed incorporated into and made a part of these terms and conditions by this reference.
9. Copyright Infringement Claims: While Shutterstock takes commercially reasonable steps to insure that the rights of its submitters are not violated by subscribers or other parties, Shutterstock has no obligation to pursue legal action against any alleged infringer of any of your rights in and to any Submitted Content. Shutterstock recommends that you register all of your Submitted Content for copyright protection, as such registration is 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. Representations and Warranties:
You represent and warrant that:
a. you have the full right, power and authority to enter into this agreement and to fully perform all of your obligations hereunder;
b. you are under no legal disability or contractual restriction that prevents you from entering into this agreement;
c. the Submitted Contents and all parts thereof are unencumbered and original works created by you and are capable of copyright protection in all countries where copyright or similar protection is available;
d. if the Submitted Content consists in whole or in part of design elements, fonts, clipart, sprites, vectors and the like that are included in design programs (e.g., Photoshop, Daz, Illustrator) then 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 Shutterstock for the purposes set forth herein.
e. the Submitted Content will be 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;
f. 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;
g. you will not transmit unsolicited emails or engage in so-called "spamming" to publicize or promote your relationship with Shutterstock or the sale of your Submitted Content - nor will you advertise or otherwise publicize your relationship with Shutterstock through the use of pay per click search engine advertising or the like. This prohibition applies, by way of example and not by way of limitation to Google Adwords, Yahoo! Search Marketing (previously Yahoo! Overture), MSN AdCenter, and Ask.com. You acknowledge that such advertising might infringe on the intellectual property rights of Shutterstock and/or third parties. In addition to its other rights and/or remedies under this agreement, Shutterstock shall be under no obligation to pay you any referral fees or other compensation if you violate the terms of this subparagraph.
Shutterstock represents and warrants that:
h. It has the power and authority to enter into this agreement and to fully perform all of its obligations hereunder.
11. Indemnification: Shutterstock and you shall each indemnify and hold harmless the other 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 its representations or warranties or any of its obligations pursuant to this agreement, provided that, except in the case of third party claims, neither party shall be liable for any incidental, consequential, or special damages. In any case in which indemnification is sought, 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. Miscellaneous:
a. The relationship of the parties is that of independent contractors.
b. This agreement: (i) 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; (ii) shall be governed by the laws of the State of New York without regard to applicable conflicts of law provisions.
c. The parties agree that any disputes arising from this agreement shall be resolved in the applicable courts of the State of New York, in New York County and agree to accept service of process by mail, and hereby waive any jurisdictional or venue defenses otherwise available.
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.
e. Except as set forth in Paragraph 13, all notices under this agreement shall be in writing and delivered to the parties' last known physical or internet address by hand, registered or certified mail, postage prepaid, return receipt requested, by facsimile, by email or by a nationally recognized courier service with guaranteed overnight delivery, service charges prepaid, and will be deemed given as of the date received, in the case of personal delivery, or on the date shown on the receipt or confirmation therefor in all other cases.
f. Shutterstock will not be liable for any damages, including actual, indirect, special, or consequential damages arising from the submission or use of your Submitted Content.
13. Modifications: Shutterstock 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.
PART II
TERMS OF USE FOR SHUTTERSTOCK FORUMS
1. While the administrators and moderators of the forums made available to Shutterstock Submitters monitor many of the messages posted, it is impossible to review every message. Shutterstock will take reasonable steps to remove or edit any generally objectionable material as quickly as possible after receipt of written notice of the presence of such material, if Shutterstock determines that such material is unsuitable for the forums. You acknowledge that all posts made to the Shutterstock forums express the views and opinions of the author and not the views of Shutterstock, its officers, directors or employees or of any administrators, moderators or the webmaster (except for posts by these people). Neither Shutterstock, the webmaster nor any of the forum administrators will be liable under any circumstances for the content of any messages posted in the forum by other parties.
2. You agree not to post any material that is abusive, obscene, vulgar, slanderous, hateful, threatening, sexually-oriented or that may violate any applicable laws. Violating these terms of use may lead to you being immediately and permanently banned from the forums and your service provider being informed. The IP addresses of the computers associated with all posts is recorded to aid in enforcing these conditions.
3. You agree that the webmaster, administrator and moderators of this forum have the right to remove, edit, move or close any topic at any time in the exercise of their discretion.
4. As a forum user you agree that the personal information provided by you may be stored in a database maintained on servers owned and/or controlled by Shutterstock. While this information will not be disclosed to any third party without a court order or your prior consent, neither Shutterstock, nor the webmaster, administrator and moderators will be held responsible for any hacking attempt that may lead to the data being compromised.
5. Shutterstock's forum system uses cookies to store information on your local computer. These cookies do not contain any of the personal information you provided to Shutterstock - they are used only to improve your viewing pleasure. Your e-mail address is used only for confirming your registration details and password (and for sending new passwords should you forget your current one).
6. You shall defend, indemnify and hold Shutterstock harmless from and against any loss, damage, liability, claim, demand, action, cost and expense (including reasonable attorneys' fees and costs) resulting from claims made against Shutterstock by any third party, including any governmental agency, which arises out of or in connection with your use of the Shutterstock forums.
7. By submitting any content to Shutterstock you agree to be bound by these terms and conditions with the same force and effect as if you signed this document by hand.
Effective 29 June 2006
Submitter Terms of Service - Version 2
In use Jun. 29, 2006 - Jan. 29, 2008