Dear Submitter:

THE FOLLOWING IS A LEGALLY BINDING AGREEMENT BETWEEN YOU AND ITHACASTOCK.COM LLC ("ITHACASTOCK.COM"). 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 ITHACASTOCK.COM, THE RIGHTS YOU ARE GRANTING TO ITHACASTOCK.COM IN ANY PHOTOGRAPHS, IMAGES, VECTORS, VIDEOS OR OTHER MEDIA TOGETHER WITH ANY ASSOCIATED KEYWORDS AND/OR TITLES SUBMITTED BY YOU TO ITHACASTOCK.COM ("SUBMITTED CONTENT") AND WHAT USES ITHACASTOCK.COM MAY MAKE OF THE SUBMITTED CONTENT. THIS ELECTRONIC DOCUMENT ALSO EXPLAINS YOUR OBLIGATIONS TO ITHACASTOCK.COM AND ITHACASTOCK.COM'S OBLIGATIONS TO YOU; INCLUDING THE OBLIGATION TO PAY YOU AS HEREINAFTER SET FORTH.

ITHACASTOCK.COM 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 ITHACASTOCK.COM WEBSITE.

ITHACASTOCK.COM OPERATES A STOCK MEDIA LICENSING SERVICE. ITHACASTOCK.COM'S CLIENTS PAY A FEE TO LICENSE CONTENT FROM THE ITHACASTOCK.COM.COM WEBSITE. CLIENTS MAY MAKE BROAD USE OF SUCH DOWNLOADED CONTENT FOR A FEE AND ARE UNDER NO OBLIGATION TO INFORM ITHACASTOCK.COM OR YOU OF THE USES MADE OF ANY SUBMITTED CONTENT.

By submitting any content to IthacaStock.com, you hereby grant IthacaStock.com, 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 IthacaStock.com, during the term of this agreement. IthacaStock.com, 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 anydroit moral that you would otherwise have under the laws of the State of New York, United States Copyright Act or similar laws of any jurisdiction.

IthacaStock.com shall have the right, but not the obligation, to license all Submitted Content to its clients for use in accordance with IthacaStock.com's Client’s Terms of Service for still images.

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 IthacaStock.com.

2.       Non-Exclusive Relationship: IthacaStock.com 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 IthacaStock.com or not.

3.       Model Releases: As a content submitter, you agree to provide valid and accurate model releases for all Submitted Content you upload to IthacaStock.com that, in IthacaStock.com'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, IthacaStock.com 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 IthacaStock.com 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.

4.       Accounts: IthacaStock.com 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 IthacaStock.com. If your account is terminated for any reason you must obtain written authorization from IthacaStock.com prior to establishing another account. If you attempt to establish another account without obtaining such authorization, IthacaStock.com 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 IthacaStock.com in each instance. If such consent is granted, you may not submit identical images to more than one account.

5.       Submitted Content:

a.       IthacaStock.com has the right to refuse to accept any Submitted Content for any reason. IthacaStock.com has the right to remove any Submitted Content from the IthacaStock.com website for any reason. Submitted Content will be removed if IthacaStock.com believes that the Submitted Content will subject IthacaStock.com 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 IthacaStock.com website at any time for any reason whatsoever.

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

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

6.       Compensation:

a.       IthacaStock.com shall pay you a royalty for each unique download of Submitted Content for which IthacaStock.com receives payment. The current royalty rates for purchased use of digital files are set at 60%, and will be adjusted from time to time dependent on business conditions. The royalty rates for manufactured prints created from your digital files are set at 50% of the net proceeds from the sale of the print. Cost of producing the print includes lab expenses, mounting, framing, and a 10% fee to cover postage, handling and office expenses. For example, a client purchases a framed print at a price of $1,000. Costs and expenses of producing and framing the image are $400. Your royalty will be 50% of the remaining $600, so you would receive a royalty check of $300
 

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 Seventy Five US Dollars (USD 75.00) per accounting period If during an accounting period, you haven't accumulated Seventy Five US Dollars (USD 75.00) 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), such royalties will be forfeited by you.

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, IthacaStock.com shall have the right to retain any royalties and/or other compensation otherwise payable to you hereunder as liquidated damages.

e.      You may not use the IthacaStock.com service as a means of transferring your Submitted Content to a single subscriber or small number of clients. Such activity constitutes a material breach of this agreement. If you engage in such activity, IthacaStock.com may avail itself of all rights it has under this agreement, including terminating your account and/or retaining any accrued but unpaid royalties.

f.        If you are credited with a download or downloads and IthacaStock.com thereafter issues a refund to the customer(s) that downloaded any or part of your Submitted Content, IthacaStock.com shall have the right to deduct royalties credited to your account and allocated to such refunds.

g.       If you are a "US Person" as said term is defined by the IRS, a signed and completed IRS form W9 must be submitted to IthacaStock.com for IthacaStock.com to make payments to you. You will receive an email containing instructions on how to download and submit 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 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 W8 must be submitted to IthacaStock.com 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.

h.      IthacaStock.com 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 IthacaStock.com 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.

7.       IthacaStock.com Trademarks:

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 IthacaStock.com.

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

c.       You agree that you will not use IthacaStock.com's Trademarks in any manner that might tarnish, disparage, or reflect adversely on such Trademarks or IthacaStock.com. 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 IthacaStock.com Trademarks or the Trademark rights claimed by IthacaStock.com.

d.      You agree that you will not use any IthacaStock.com 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.

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

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

g.       You may not frame or hotlink to the IthacaStock.com website or any image other than your own without the prior written consent of IthacaStock.com.

 

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

 

9.       Copyright Infringement Claims: While IthacaStock.com takes commercially reasonable steps to insure that the rights of its Submitters are not violated by clients or other parties, IthacaStock.com 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 IthacaStock.com the right and authority to take such steps as IthacaStock.com deems commercially reasonable to protect IthacaStock.com's rights in the Submitted Content. IthacaStock.com 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.   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 Content and all parts thereof are owned and controlled by you, unencumbered and original works 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, brush tools and the like that are included in design programs (e.g., Photoshop, Daz, Illustrator) by uploading such Submitted Content to IthacaStock.com, 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 IthacaStock.com for the purposes set forth herein;

e.      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;

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; and

g.       you will not transmit unsolicited emails or engage in so-called "spamming" to publicize or promote your relationship with IthacaStock.com or the sale of your Submitted Content - nor will you advertise or otherwise publicize your relationship with IthacaStock.com 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 IthacaStock.com and/or third parties. In addition to its other rights and/or remedies under this agreement, IthacaStock.com shall be under no obligation to pay you any referral fees or other compensation if you violate the terms of this subparagraph.

 

 

        IthacaStock.com 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; and

 

i.         upon making or learning of any claim that is inconsistent with any of the warranties or representations made by you, IthacaStock.com shall send you written notice of such claim, using the email address provided by you to IthacaStock.com, specifying the details of the claim as then known to IthacaStock.com. Pending the determination of such claim, IthacaStock.com 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 IthacaStock.com. You may participate in the defense of any claim through counsel of your selection at your own expense.

 

11.   Indemnification: You shall indemnify and hold IthacaStock.com 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. IthacaStock.com 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 IthacaStock.com's representations or warranties or any of IthacaStock.com's obligations pursuant to these Terms of Service, provided that, except in the case of third party claims, IthacaStock.com 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.   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 Tompkins 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 Paragraphs 7 and 14, 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.        IthacaStock.com 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.   Modifications: IthacaStock.com 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.

Effective 22 Jan 2009