RODEO Photographer contract and agreement

Updated 23.1.2009

Kuvatoimisto Rodeo Oy
PL45
00661 Helsinki, Finland
VAT number FI09801445

- hereafter called RODEO -

Photographer and artist

- hereafter called LICENSOR -

THE FOLLOWING IS A LEGALLY BINDING AGREEMENT BETWEEN YOU AND KUVATOIMISTO RODEO LTD ("RODEO"). 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 RODEO, THE RIGHTS YOU ARE GRANTING TO RODEO IN ANY PHOTOGRAPHS, IMAGES, VECTORS, VIDEOS OR OTHER MEDIA SUBMITTED BY YOU TO RODEO ("SUBMITTED CONTENT") AND WHAT USES RODEO MAY MAKE OF THE SUBMITTED CONTENT. THIS CONTRACT ALSO EXPLAINS YOUR OBLIGATIONS TO RODEO AND RODEO'S OBLIGATIONS TO YOU, INCLUDING THE OBLIGATION TO PAY YOU AS HEREINAFTER SET FORTH.
RODEO MAINTAINS A ROYALTY FREE STOCK MEDIA LICENSING SERVICE. RODEO'S CLIENTS PAY PER DOWNLOAD FEE TO LICENSE CONTENT AS ROYALTY FREE FROM THE KUVAKORI.COM, RODEO.FI OR ANYOTHER WEBSITE OWNED BY KUVATOIMISTO RODEO LTD. CLIENTS MAY MAKE BROAD USE OF SUCH DOWNLOADED CONTENT AND ARE UNDER NO OBLIGATION TO INFORM RODEO OR YOU OF THE USES MADE OF ANY SUBMITTED CONTENT.

By submitting any content to RODEO, you hereby grant RODEO, 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 RODEO, during the term of this agreement. RODEO, 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 Finland, Finnish Copyright Act or similar laws of any jurisdiction.

RODEO shall have the right, but not the obligation, to license all Submitted Content to its clients for use in accordance with RODEO's Standard Licensing terms of service for still images, which can be read on the Kuvakori.com or Rodeo.fi or anyother website owned by Kuvatoimisto Rodeo Ltd. Said licensing terms are deemed incorporated into and made a part of these Image LICENSOR Terms & Conditions by this reference.

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 RODEO.

2. Non-Exclusive Relationship:

RODEO does not insist on an exclusive relationship with any of its LICENSORs. 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 RODEO or not.

3. Model Releases:

As a content LICENSOR, you agree to provide in request a valid and accurate model releases for all LICENSOR Content you upload to RODEO that, in RODEO's judgment, contains an identifiable face or identifiable human figure. RODEO DOESNT SELL EDITORIAL CONTENT. 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 RODEO if the client has requested model release to see.

4. Accounts:

RODEO has the right to refuse to accept any Submitted Content for any reason. RODEO 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 RODEO. If your account is terminated for any reason you must obtain authorization from RODEO prior to establishing another account. If you attempt to establish another account without obtaining such authorization, RODEO may permanently ban you from this website and its affiliated websites and services.

5. Removal of Submitted Content:

a. RODEO has the right to remove any Submitted Content from the RODEO website for any reason. Submitted Content will be removed if RODEO believes that the Submitted Content will subject RODEO 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 RODEO website for any reason whatsoever.

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

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

7. Compensation:

RODEO pays its LICENSORs of the current royalty rate

a. 35% (percent) of the gross price per unique single license image, file, vector or any other Submitted Content downloaded by each RODEO client. However, if a same client downloads the same item of Submitted Content more than once, you will be paid once only.

b. If client have purchased a credit-package, LICENSOR will be paid minimum of 28% (percent) of the sales value price per unique single license image, file, vector or any other Submitted Content downloaded by each RODEO client. Sales value is 80% of the single license price. However, if a same client downloads the same item of Submitted Content more than once, you will be paid once only.

c. Royalty payments and accompanying statements will be issued every 1-3 months. Payments do not need to be requested. Payments are paid only to PayPal or Moneybookers account.

d. There is a minimum payout rate of 10 euros per accounting period. If during an accounting period, you haven't accumulated 10 euros 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 all earnings in your royalty account will be paid to you.

e. If you are credited with a download or downloads and RODEO thereafter issues a refund to the customer(s) / client(s) that downloaded any or part of your Submitted Content, RODEO shall have the right to deduct royalties credited to your account. Credit card chargebacks will be treated in the same manner as refunded credit-packets. RODEO does NOT currently deduct chargebacks and refunds from LICENSORs but reserves the right to change this policy at any time. If RODEO makes an overpayment of royalties to you for any reason, RODEO 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 LICENSORs to RODEO pursuant to RODEO's referral program, you will be paid 5 percent for each your referred content LICENSOR is paid by RODEO. Any referrer royalties credited to your account that is later refunded or charged back to RODEO 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.

g. LICENSOR will make sure that it will pay all necessary taxes required by laws of the home country of the LICENSOR. RODEO pays commissions as not tax included.

h. RODEO has right to use photographers/artists photos and art without compensations in advertising campaigns and when promoting Stockagency Rodeo service.

i. RODEO may modify the royalty rate and/or payment schedule at any time and notify you by an announcement to your email of the modifications. If RODEO 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. The excessive submission of content that does not adhere to RODEO's guidelines below may result in the termination of your RODEO account.

The terms of RODEO's Photo Submission Guidelines:

a. Submissions must be wholly owned by the submitter. Found or public domain images or footage cannot be submitted under any circumstances. If you do not have complete rights to the submission, you may not submit it.

b. Submissions must NOT contain any copyrighted material including paintings, other copyrighted photos, copyrighted logos, or any other art/advertisements/sculptures/exhibits or audio which are copyrighted.

c. Do not embed your own watermark, website name, or copyright notice in your images. We protect your images with our own watermark, which is applied when your image is accepted to our site.

d. Any image of an identifiable person; photographer must have a model release. The decision to accept or reject an image containing nudity will be made according to the sole discretion of RODEO. Never submit any explicit material. Submissions must not contain violence, x-rated content, or any illegal content according to Finnish law.

e. Submissions depicting a minor; photographer must have a model release that was signed by that minor's parent or legal guardian. Do not submit photos if you do not have a model release.

f. These guidelines may change at any time. We will email changed guidelines to photographer.

g. Due to the large number of submissions we receive, we may not be able to respond to queries about specific rejections. RODEO may, but is not obligated to, review and/or reverse its previous accept/reject decision, at its sole discretion.

h. We reserve the right to remove any previously accepted submission at any time for any reason from the RODEO library.

i. Images must be at least 6MP (6.0 Megapixels/6.0 Million Pixels). Do not interpolate photo size below that.

j. Images can be submitted in digital form only.

9. Copyright Infringement Claims:

While RODEO takes commercially reasonable steps to insure that the rights of its LICENSORs are not violated by clients or other parties, RODEO has no obligation to pursue legal action against any alleged infringer of any of your rights in and to any Submitted Content.

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 RODEO 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 RODEO or the sale of your Submitted Content - nor will you advertise or otherwise publicize your relationship with RODEO 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 RODEO and/or third parties. In addition to its other rights and/or remedies under this agreement, RODEO shall be under no obligation to pay you any referral fees or other compensation if you violate the terms of this subparagraph.

RODEO 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:

RODEO 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 Finland 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 Finland 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. RODEO 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:

RODEO reserves the right to modify these terms at any time and to notify you by an announcement to your email. You agree to be bound by all such changes.