NativeMirror - Contributor Agreement (Photographer)

CONTRIBUTOR AGREEMENT

_{ACCEPTANCE OF THIS AGREEMENT IS A CONDITION OF YOUR USE OF THIS WEBSITE AND ITS PRODUCTS AND SERVICES.

NativeFoto Ltd (TA NativeMirror) maintains the www.nativemirror.com website. Content contributors may upload image files to the Site for the purpose of having NativeMirror act as their agent for licensing image rights to NativeMirror members, subscribers and customers.}

_{From time to time we may modify this Agreement and it is your responsibility to check the Terms and Conditions which apply as at the time of receiving an order. We also advise you print these terms as soon as you receive the order from the Website.}

_{By registering a content contributor account ("Contributor Account”), you agree to the following (the "Agreement”):}

_{A. Creating Accounts}

_{In order to register for a NativeMirror Contributor (Artist/Photographer) account, you must be at least 18 years of age.}
_{The terms of the NativeMirror Member/Subscriber Agreement are deemed incorporated into and made a part of this Contributor Agreement by this reference.}
_{You warrant that you have provided NativeMirror with accurate, complete, and current information. You agree to correct and update that information to ensure its accuracy and completeness at all times. Entering false personal information, or failing to comply with these Terms of Service, may result in the termination of your Contributor Account, as well as any other account, services or privileges provided by NativeMirror.}
_{You are entirely responsible for any and all activities conducted through your Contributor Account. You agree to notify NativeMirror immediately of any unauthorized use of your password or Contributor Account as well as of any other breach of security that may affect NativeMirror.}
_{Upon creation of a Contributor Account, you may be asked to choose a Contributor name. You may not select or use a Contributor name of another person or a name that violates any third party's trademark or other proprietary right, that is or may be illegal to use, that may cause confusion with respect to the person's identity or association with other entities, or that NativeMirror deems in its discretion to be vulgar or otherwise offensive. NativeMirror reserves the right to delete any vulgar, inappropriate or offensive Contributor name, or to require the deletion thereof.}
_{You may not have more than one active Contributor account at any time without the written consent of NativeMirror in each instance. If such consent is granted, you may not submit identical images to more than one account.}

_{B. Contributor Warranties and Responsibilities}

_{You warrant and represent that:}

_{You are the unencumbered owner of all rights, including the copyrights, in and to your uploaded Images.}
_{Your uploaded Images are original works and are capable of copyright protection in all countries where copyright or similar protection is available.}
_{Your uploaded Images are neither obscene nor defamatory and do not infringe the copyright or any other rights of any third party, including, without limitation, trademark rights and the rights of privacy and publicity;}
_{The information contained in all model and property releases that you have provided is accurate and complete and that the subjects signing the releases and depicted in an Image file have voluntarily consented to publication and/or dissemination of their likenesses for all legal purposes;}
_{If any of your uploaded Images consist 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, Illustrator, 3D Max), by uploading such Images, 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 Images created by you, and to license such Images to NativeMirror for the purposes set forth herein;}
_{You will not use a keyword, image title, metadata or any other reference that: a) violates any third party's trademark or other proprietary right; b) is or may be illegal to use; c) which may cause confusion with respect to another person or other entity; or d) which NativeMirror deems in its discretion to be indecent, vulgar or otherwise offensive. NativeMirror reserves the right to delete any vulgar, inappropriate or otherwise offensive Content, or to require the deletion thereof.}
_{You will use NativeMirror only for lawful purposes.}
_{You will not upload pornographic images or other content which is deemed by NativeMirror, in its sole discretion, to be inappropriate; and}
_{There is no suit action or claim or other legal or administrative proceeding now pending or threatened which might directly or indirectly affect your uploaded Images or which might in any way impair the rights granted by you hereunder.}

_{C. Uploading Content and Rights for Contributors}

_{By uploading Images, you grant NativeMirror the non-exclusive right, throughout the world, to use the Images for the following purposes:}

_{Reproductions: To make copies of the image(s) mechanically. Not Applicable for images submitted, by the Contributor, only for the sale of the one (1) “Original Art” piece.}
_{Publication, display, modification, sublicensing, and creation of derivative works, or products.}
_{The granting to NativeMirror the right to use Images for any and all promotional purposes related to NativeMirror and its affiliates.}

_{NativeMirror has the right to license any Image unless and until that Image is removed from the Site.}
_{You may not remove any Image from the Site until such Image has been posted for seven (7) days. You retain all rights, including the copyright, in and to your uploaded Images. NativeMirror, in the exercise of its discretion, may refrain from any or all of the foregoing without any liability to you.}
_{NativeMirror has the right to refuse to accept any uploaded Images for any reason. NativeMirror has the right to remove any uploaded images from the Site for any reason. Images will be removed if NativeMirror believes that the images will subject NativeMirror or any of its officers, managers, directors or employees to legal action or if the images violate the terms of this agreement.}
_{Any licenses issued by NativeMirror in respect of any uploaded images that are later removed from the NativeMirror website will remain in full force and effect.}
_{You give NativeMirror the right and authority to take any steps which NativeMirror believes are commercially reasonable to protect your uploaded Images. While NativeMirror takes commercially reasonable steps to protect the intellectual property rights of its contributors, NativeMirror has no obligation to pursue legal action against any alleged infringer of your rights in or to your uploaded Images.}

_{D. Original Artwork is offered for sales on the basis that}

_{You confirm you are legally able to comply with these terms and conditions and sell such Artwork, and that Artwork does not breach any copyright, intellectual property rights or the rights of any third party, whatsoever in nature, and the Artwork or sale are not contrary to any law}
_{You are legally able to supply a certificate of authenticity for each piece of artwork you offer for sale on or via the Website and agree to include it with the Artwork.}
_{You are solely responsible for any Artwork that you provide and/or sell and that we have no liability in this regard to any Buyer or any other party.}
_{Your Artwork is not offered for sale anywhere else at a price lower than the sale price agreed by you and displayed on the Website – by this we mean the price you set, excluding any discounts. For the avoidance of any doubt, where you offer the same artwork for sale with other websites or galleries, we accept that those businesses may from time to time make offers (such as a discount for new buyers) which may mean that the price of your artwork with those discounts is lower than the sale price on our website.}
_{You will provide a sale price for each piece of Artwork, taking into consideration the cost of producing the work, your status, standard delivery and packaging costs, payment provider costs, currency exchange costs and any other factors you deem appropriate.}
_{You agree to dispatch your artwork to one of our collection locations or directly to the Buyer within 48 hours of receiving the Order. You must inform us immediately should there be any delay in delivery.}
_{Unless we agree otherwise in writing, all Artwork sent must be fully insured against damages and require a signature upon delivery.}
_{All Artwork must be:}

_{Sent at your own expense; except whereby otherwise stated (eg. via Free Pick Up Service)}
_{Packaged to a professional standard, be fully labelled, clear and concise and should contain your certificate of authenticity.}
_{Not contain any promotional material, business cards, letter headed paper, leaflets or communication of any kind.}

_{You acknowledge receipt of any communications, including any order from us, within one (1) working day. When a Buyer places an order, we send the Buyer an order confirmation email directly and email to advise you of that sale.}
_{From time to time we may decide to provide offers on the Website, such as 10% discount or the Special Offers Feature or the Make an Offer Feature. You agree to this, subject to your right to remove or suspend artwork for sale.}
_{You comply with all the business laws and regulations which apply to the country from which you operate your business.}
_{You will ensure that anything you do will not incur any liability for us and you will not cause us to breach any law, statute or regulation and will, in any event, completely indemnify us against any claim or action whatsoever including, but not limited to, any losses or expenses incurred whatsoever, resulting from your breach of our Terms and Conditions and agreement.}
_{You will accept Payment via Online Payment Facilities such as Bank Transfers.}
_{You agree to the automatic deduction of Commission payments on sales.}
_{You are not registered for VAT or any other applicable government taxes unless you notify us otherwise by email. We will require you to supply evidence of applicable VAT or other status together with any relevant number/unique identifier. It is also your responsibility to ensure that such records are kept up to date so that, for example, VAT is not charged should you de-register for VAT.}
_{You must not communicate directly with Buyers or prospective Buyers. This includes not placing any advertising and/or promotional information in with packages when you send Artwork.}
_{All images and information which you supply to us must be accurate and up to date and in the format we require.}
_{Artwork will remain available for sale until either:}

_{A sale is made via the Website or}
_{You remove your artwork from our website or}
_{You edit the status of the artwork on our website to indicate that it is sold or}
_{You provide us with notice of a change.}

_{You will inform us by email either in advance or at latest within 24hours of the following:}

_{any changes to your information recorded on the our website and}
_{when any Artwork is no longer available for sale and}
_{any periods when you will be unable to fulfil your obligations to supply}
_{You will ensure that your account is in Inactive Mode when you are away or otherwise unable to fulfil orders or deal with enquiries}

_{Once Artwork has been sold on the Website then you are legally bound to complete the sale.}

_{You will receive payment from us only after we have received full and cleared payment from the Buyer.}
_{We will try and solve any disagreements quickly and efficiently but the final decision in relation to any Buyer dispute rests entirely with us.}

_{E. Problems with Sales, Returns / Damages and Refunds}

_{Artwork which is returned for any reason will be sent directly to the address you have provided to us.}
_{Where a Buyer has a problem with their order (including regarding payment and VAT any other taxes or duties payable), makes a complaint or requests a refund then you agree to work with them to resolve this, taking into account any legislation and within our terms and conditions and policies.}
_{Where you do not or cannot resolve an issue to the Buyer’s satisfaction within 7 days of being notified of the issue then you understand and agree that any final decision rests entirely with us and is at our own discretion.}
_{When you agree to make a refund (in full or part) to a Buyer and, where relevant, provide confirmation and evidence if/when you make a refund to a buyer. Only payment amounts made for Artwork through our Website can be refunded.}
_{If you agree to make a refund (full or part) to a Buyer then you must notify us within 2 working days of advising the Buyer that you intend to affect a refund, providing details of the amount to be refunded taking into account any reimbursed shipping and any additional charges paid for by the Buyer in returning goods to you. This will enable us to help you to comply with the relevant Buyer’s statutory rights.}
_{Assuming that we hold the payment made by the Buyer in respect of the Artwork then we will make any refund directly to the Buyer using the same method of payment which they used when paying for their order to comply with consumer’s rights.}
_{You agree that at our discretion, where you have}

_{failed to comply with your legal obligations or}
_{failed to deal with a complaint to a Buyer’s satisfaction or}
_{where payment for the relevant order has not yet been paid to you by us,}

_{We may deduct an amount equivalent to such refund from any money whatsoever (from any order) which we hold on your behalf and make payment of the refund to the Buyer.}

_{If, at our discretion, we agree to make a refund:}

_{the amount of the refund will be deducted from any money that we hold on your behalf}
_{if we do not hold sufficient money for you, you agree to reimburse us within 7 days of our written request to do so. This will contain full details regarding the amount due and why it is payable.}

_{F. Compensation}

_{REPRODUCTIONS: NativeMirror shall pay you a Usage Fee for each Reproduction of an Image sold by NativeMirror. The Usage fee is determined by the Contributor that inputs or confirms the value with the submission of the artwork/image. If no Usage Fee value is input by the Contributor then the stated default usage fee value is confirmed.}
_{ORIGINAL ART: The Contributor determines the price for all pieces offered for sale; this price is provided and or agreed to by the Contributor with the submission of the artwork/image. NativeMirror charges a Standard Commission of 30%. You receive 70% of the stated price. Commission payments are in TTD and are net of any payment processing fees.}
_{You may request a pay-out via PayPal, or other service used by NativeMirror when Usage Fees due reach the minimum threshold or pay-out cycle date as stated on the Site. By closing an account before Usage Fees are equal to or greater than the minimum payout threshold, or by breaching any terms of this Agreement or any other agreement with NativeMirror, your accrued earnings may be forfeited at NativeMirror’s sole discretion.}
_{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, NativeMirror shall have the right to retain any Usage Fees and/or other compensation otherwise payable to you hereunder as liquidated damages. If NativeMirror makes an overpayment of Usage Fees or other compensation to you for any reason, NativeMirror 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.}
_{NativeMirror may modify the payment schedule at any time and notify you by email or by an announcement on your login page of the modifications.}
_{If you receive your payments through an online payment processing service (e.g., Paypal) you may not share your online payment processing service account with another NativeMirror Contributor.}
_{Payments will be made to you by us within 28 days of the delivery of the artwork.}

_{G. Model and Property Releases}

_{You agree to provide valid and accurate model and or property releases for all media you upload to NativeMirror that, in NativeMirror’s judgment, contains an identifiable face or identifiable human figure or other identifiable attribute or featured private property. If you do not have a model or property release for an Image or Video, NativeMirror may choose to accept the uploaded media for so-called "editorial use." You agree that you are solely responsible for retaining all original model and property releases and maintaining complete and accurate release records. Releases are to be electronically delivered to NativeMirror with the uploaded media. The submission of falsified, inaccurate or otherwise defective model and property releases is a material breach of this agreement and can result in the immediate termination of your account without prior notice. Releases submitted by you shall not contain any terms inconsistent with this Agreement or any NativeMirror Terms of Service.

H. Indemnification}

_{You shall indemnify, defend and hold harmless NativeMirror, its officers, directors, employees, partners, associates, affiliates, joint ventures, agents and representatives, from any and all claims based on allegations which, if true, would constitute a breach of any of your warranties. The indemnity shall apply to any and all liabilities, losses, damages, expenses (including attorneys' fees and costs) incurred by NativeMirror as a result of such breach or breaches. NativeMirror reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to the foregoing indemnification, without affecting your indemnity obligations.

I. Control of Operations}

_{NativeMirror, in its sole discretion, may remove any Images uploaded to the Site including those appearing to infringe the intellectual property rights of other entities.}
_{NativeMirror reserves the right, but does not assume the responsibility, to restrict conduct which NativeMirror deems in its discretion to be harmful to individual members, damaging to the communities that use NativeMirror, or in violation of NativeMirror's or any third party's rights.}

_{J. Disclaimers}

_{NativeMirror expressly disclaims all warranties and conditions of any kind, either express or implied, including without limitation any implied warranties or conditions of merchantability, fitness for a particular purpose, non-infringement of third party rights, and those arising from a course of dealing or usage of trade.}
_{NativeMirror makes no warranty with respect to any guidance. Any guidance provided by NativeMirror is not legal advice.}
_{NativeMirror, its licensors, and subcontractors do not warrant any connection to, compatibility with, transmission over, nor results or use of, any network connection or facilities provided (or failed to be provided) through NativeMirror.}
_{NativeMirror makes no warranty that access to the Site will be uninterrupted, timely, secure, or error free.}
_{NativeMirror makes no warranty with respect to any related software or hardware used or provided by NativeMirror. Any patent, copyright, trademark, trade secret or warranty issues, whether actual or alleged, are the direct responsibility of the manufacturer of said hardware or software product.}

_{K. Limitation of Liability}

_{NativeMirror shall not be liable to Contributor for any indirect, incidental, special or consequential damages, including, without limitation, damages or loss of business, lost profits, business interruption, loss of business information, or any other pecuniary loss arising from the submission or use of your uploaded media or the termination of your Contributor account, even if NativeMirror has been advised of the possibility of such damages.

L. Termination}

_{You may terminate your NativeMirror Contributor account at any time with or without cause by notifying NativeMirror's support staff, subject to the limitation that any Image uploaded to the Site must be available for a minimum of seven (7) days.}

_{NativeMirror may terminate your account at any time, for any reason or no reason. Accounts that are not accessed (logged into) for more than two (2) years may be deemed terminated at the discretion of NativeMirror. You will still be responsible for fulfilling any outstanding obligations. So for example, you must fulfil existing orders and deal with any complaints. Once you give your notice any final payment to you will be made 60 days from the date that your account is closed.}

_{M. CONFLICT OF INTEREST}

_{You are free to provide Artwork to other organisations or persons which do not place you in a conflict of interest with us or our Buyers and which is not detrimental to the Website and/or our business.

N. Impermissible Conduct}

_{Any conduct by you that, in NativeMirror’s sole discretion, restricts or inhibits any other person or entity from using or enjoying NativeMirror or another service, is strictly prohibited and may result in the termination of a Contributor’s account without further notice.}
_{NativeMirror 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, artificially inflating downloads, submission of material that is obscene in nature, violent or that might be construed as defamatory, failure to comply with NativeMirror’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 NativeMirror.}
_{In the event that a Contributor account is terminated due to impermissible conduct or fraud, access to NativeMirror services, accounts, and commissions, as applicable, is immediately forfeited. You may not knowingly allow any terminated Contributor to use your active Contributor’s account(s).}
_{If your account is terminated for any reason you must obtain written authorization from NativeMirror prior to establishing another account. If you attempt to establish another account without obtaining such authorization, NativeMirror may permanently ban you from this website and its affiliated websites and services.}

_{O. NativeMirror Trademarks}

_{You may not adopt or use any registered or common law NativeMirror trademarks, which include but are not limited to all logos, service marks, trade names, Internet domain names, or other indications of origin now or in the future used by NativeMirror ("Trademarks”) for any reason without NativeMirror’s prior written consent.}
_{You will not use NativeMirror’s trademarks or variations (including misspellings) as a domain name, part of a domain name, metatag, keyword, or any other type of programming code or data.}
_{You will not 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 NativeMirror Trademarks or the Trademark rights claimed by NativeMirror.}
_{The look and feel of the NativeMirror website, including but not limited to all page headers, custom graphics, icons, and scripts, is the intellectual property of NativeMirror and may not be copied, imitated or used, in whole or in part, without the prior written consent of NativeMirror.}
_{You will not use NativeMirror’s trademarks for search engine advertising and/or marketing. You acknowledge that such advertising might infringe on the intellectual property rights of NativeMirror and/or third parties.}
_{You will not transmit unsolicited emails or engage in so-called "spamming” to publicize or promote your relationship with NativeMirror or the sale of your Images.}

_{P. Severability}

_{If any provision of this Agreement is determined to be invalid or unenforceable, the remainder shall be unaffected and shall be enforceable by either party. To the extent any provision of this Agreement is adjudicated to be invalid or unenforceable because it is overly broad or overly restrictive, that provision shall not be void but rather shall be limited only to the extent required by applicable law and enforced as so limited. The parties expressly acknowledge and agree that this paragraph is reasonable and necessary to assure that the intent of the parties is carried out.}

_{Q. Governing Law and Jurisdiction}

_{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 laws of the Republic of Trinidad & Tobago (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 Republic of Trinidad & Tobago, and all parties consent to the exclusive jurisdiction of those courts, waiving any objection to the propriety or convenience of such venues.}

_{R. Entire Agreement}

_{By using the Site, you hereby acknowledge that you have read this Agreement, understand it, and agree to be bound by its terms and conditions. You further agree that this Agreement is the complete and exclusive statement of the understanding between you and NativeMirror. Unless otherwise agreed to in writing in a separate signed agreement, this Agreement supersedes any proposal or prior agreement, oral or written, and any other communication between users and NativeMirror relating to the subject matter of this Agreement.}

_{S. Revision of Agreement.}

_{In order to best provide its services, NativeMirror reserves the right to modify these terms at any time and to notify you of modifications at the email address which you provided to NativeMirror. If you do not agree with the changes, you may remove such Content to which you do not wish the changes to apply, or close your contributor account.}

_{Effective Jan 1, 2022}