Vendor Agreement - JVisual

Vendor Agreement

  1. Preamble

Fund Media Ltd. owns and operates the website known as JewishVisual.com. (“Jvisual”) which is a marketplace for stock media. Jvisual’s customers pay a fee and are granted licensed content from the various Jvisual websites (collectively, “Jvisual Websites”).

The following Vendor Agreement (“VA”) is a binding, non-exclusive legal agreement between you, the vendor, and Jvisual. Please review the VA carefully and ensure you understand it in full. The VA controls your legal relationship with Jvisual, the rights you are granting to Jvisual in any photographs, images, vectors or other media together with any associated meta-data and/or image titles submitted by you to Jvisual (shall be referred to herein as “Content”), and the uses Jvisual may make of said Content.

  1. Overview
    1. By submitting any Content to Jvisual, you grant to Jvisual a worldwide, non-exclusive right and license to reproduce, prepare derivative works incorporating, publicly display, sublicense, sell, advertise and market any Content provided by you and accepted by Jvisual, until such time when this Agreement is terminated as specified below. You also give Jvisual the right to add, modify or remove information related to your Content in order to manage and license said Content.
    2. You grant Jvisual a worldwide, non-exclusive right to use your name, display name and Content with regard to Jvisual’s marketing and promotional activities, without payment of any consideration to you. Jvisual, at its own discretion, may choose to refrain from any or all of the foregoing without any liability or repercussion to you.
    3. Jvisual shall have the right, but shall not be obligated, to license all Content to its customers for use in accordance with agreements entered into by Jvisual with its customers and with others (collectively, “Licenses”).
  2. Ownership of Content

The copyrights in all Content remain with the copyright owner, and nothing in the VA shall be construed as a transfer of copyright to Jvisual. However, by submitting Content to Jvisual, you expressly waive any artists’ authorship rights or any droit moral that you would have under Israel Copyright Law 5768-2007 or similar laws of any jurisdiction, so that customers may use your Content in accordance with the Licenses issued by Jvisual.

  1. Releases
    1. You undertake to provide valid model releases for all Content you provide to Jvisual that, in Jvisual’s judgment, contains an identifiable face or identifiable human figure or other identifiable attribute including, without limitation, voice, appearance, or likeness. You also agree to provide valid and accurate property releases to Jvisual for all Content that requires such releases, which determination shall be made in Jvisual’s sole discretion. All releases shall be electronically delivered to Jvisual with the Content.
    2. You certify that you are solely responsible for obtaining all original releases and maintaining complete and accurate records thereof.
    3. The submission of false, inaccurate or otherwise defective releases is a fundamental breach of the VA. Releases submitted by you shall not contain any terms inconsistent with the VA or contain any restrictions not contained in the Jvisual releases located at the Vendor FAQ page.
    4. You confirm that Jvisual may provide copies of releases to customers, as may be necessary, in order to respond to any potential or actual legal action, or any other reason Jvisual may deem reasonable at its full and sole discretion.

 

  1. Accounts
    1. You confirm that you will provide true and complete information regarding your Jvisual vendor account and Content, including but not limited to information relating to the location, date and equipment used for the creation of the Content;
    2. By opening a Jvisual account, you consent to the Jvisual Privacy Policy, which is incorporated herein by reference and governs Jvisual’s collection, processing, storage and transfer of the Content and data submitted by you, including data relating to you, your account, your Content or other information related to the foregoing (“Personal Data”). You agree that your Personal Data may be collected, processed, stored, and transferred to jurisdictions other than your home jurisdiction.
    3. Jvisual 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 Jvisual’s guidelines as may be amended from time to time, for any breach of the terms of this or any other agreement that you have with Jvisual, or for convenience.
    4. Jvisual will terminate your account no later than ninety (60) days following its receipt of a written request from you. For the sake of clarity, before the termination of your account is made effective by Jvisual, your Content will remain available for license by Jvisual customers. Notwithstanding the foregoing, in the event that Jvisual materially modifies the VA and does not provide you with prior notice, you may terminate your account within thirty (30) days of the effective date of such modifications.
    5. If your account is terminated for any reason, you must obtain written authorization from Jvisual prior to establishing another account. You may not have more than one active contributor account at any time without the written consent of Jvisual in each instance.
    6. You may not submit identical Content to more than one account without the prior written consent of Jvisual.

 

  1. Content
    1. Jvisual has the right to refuse to accept or to remove Content from the Jvisual Websites for any reason. Jvisual will remove Content if Jvisual believes that said Content may (in Jvisual’s sole discretion) subject Jvisual or anyone on its behalf to legal action or if the Content violates the VA.
    2. Licenses issued by Jvisual for any Content that is later removed from the Jvisual Websites will remain in full force and effect.
    3. Jvisual may advertise and/or market your Content on social media platforms and the applications related thereto.
  2. Usage Restrictions

Jvisual will not, to the best of its ability, license Content for use in connection with matter that is pornographic, defamatory or deceptive, or in a manner that could be considered libelous, obscene, or illegal in nature.

  1. Content Submission Guidelines

You agree to follow Jvisual’s Vendor Guidelines, as provided hereunder. The submission of Content that does not adhere to to the guidelines below may result in the termination of your Jvisual account:

  1. You have to have full control or ownership of the copyright of works submitted or provided to Jvisual.
  2. You cannot submit public domain materials to Jvisual.
  3. Submissions cannot contain copyrighted material of any sort, including artwork, photos, sculptures, architecture or exhibits which are copyrighted. Additionally, Content submissions may not contain trademarks, service marks or other indication of origin, including logos, owned by third parties.
  4. Any submission of material which contains copyrighted or trademarked material, requires that you provide the necessary releases from the rightful owner of said rights.
  5. Do not place your name, website address, copyright mark or personal watermark in your Content. We will protect your content with our own watermark, which will be applied when your content is accepted to our site.
  6. We reserve the right to revoke or reinstate Content submitted to Jvisual, at any time for any reason.
  7. Releases
  8. Images with an identifiable person that are submitted for commercial use must be accompanied by a valid Adult or Minor model release as below.
  9. Photos taken on private property must be submitted with a property release signed by the owner if they are to be used commercially.
  10. Model Releases — Any content featuring an identifiable person must be accompanied by a model release. Submissions which include images of a minor must be accompanied by a model release that was signed by that minor’s parent or legal guardian.
  11. Nudity – We will not accept any submission which includes any form of nudity or indecent exposure. Submission of such materials may lead to revocation of users’ status as a vendor.
  12. Property Releases — Any image clearly depicting private property must be accompanied by a completed release from the property owner.
  13. Model and property release forms are available Here. All releases must be submitted via the upload field upon submission, or via email clearly referencing to the product for which the release is being provided. Releases should be uploaded in the proper field of the Vendor Upload page.

 

  1. Compensation
    • . Jvisual shall pay you a royalty for each unique download of Content for which Jvisual receives payment. The current royalty rates are listed in theRoyalty Schedule, which is incorporated herein by reference.
  1. You may view your sales and royalty statistics on your Vendor Dashboard.
  2. The minimal payout rate of royalties is $10 (ten USD). If you cancel your account before earnings in your royalty account reach the applicable Payout Minimum, you will have forfeited such royalties.
  3. If your account is terminated for a breach of the material terms of the VA, in addition to its under law, Jvisual shall have the right to keep any royalties and/or other compensation otherwise payable to you hereunder as liquidated damages.
  4. You may not use the Jvisual service as a means of transferring your Content to a single customer or to a small number of customers nor may you download your own Content. Such activity constitutes a material breach of the VA. If you engage in such activity, Jvisual may avail itself of all rights it has hereunder, including but not limited to terminating your account and/or retaining any accrued but unpaid royalties.
  1. Taxes
    1. You hereby confirm that you will pay all taxes due with regard to you Royalties paid by Jvisual, and will bear any and all responsibility and cost emanating from the reporting of income in the form of Royalties paid by Jvisual.
    2. You acknowledge that in case of a royalty payout which shall require tax withholding, you will provide Jvisual with the proper documentation needed for the release of funds, otherwise, Jvisual shall be entitled to withhold and pay taxes as per Israeli Law.
    3. If you are a “US Person” as said term is defined by the Internal Revenue Service (“IRS”), a signed and completed IRS Form W-9 must be submitted to Jvisual for Jvisual to make payments to you. A W-9 is used to certify under penalty of perjury that your social security number is correct and that you are not subject to backup withholding taxes.
  2. Jvisual Logo
    1. You agree that you will not use Jvisual’s Logo in any manner that might tarnish, disparage, or reflect adversely on Jvisual. 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 Jvisual’s copyrights.
    2. You may not frame embed the Jvisual Websites or to any item of Content other than your own without the prior written consent of Jvisual.
  3. Copyright Infringement Claims
    1. You hereby grant Jvisual the right and authority to take such legal and other steps as Jvisual shall deem reasonable to protect Jvisual’s rights in the Content as provided herein.
    2. In the event that you believe Content has been misused, you shall take no action without providing notice of such misuse to Jvisual and receiving Jvisual’s prior written consent to such action.
    3. Jvisual shall have no obligation to pursue legal action against any alleged infringer of any of your rights in and to any Content.
  4. Representations and Warranties
    • You represent and warrant that:
  1. you have the full right to enter into this agreement and adhere to your obligations hereunder;
  2. you are not prevented in any way from entering into this agreement
  3. you are at least 18 years of age;
  4. the 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;
  5. if the 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., PhoVAhop, Daz, Illustrator), the end user license agreement, terms of service or the equivalent license held by you permits you to incorporate such elements in Content created by you, and to license such Content to Jvisual for the purposes set forth herein.
  6. the Content is neither obscene nor defamatory, does not violate any applicable laws and/or regulations, 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. there is no lawsuit or legal action or claim or proceeding now pending or threatened which might directly or indirectly affect the Content or which might in any way impair the rights granted by you hereunder; and
  8. you will not transmit unsolicited emails or “spam” to publicize or promote your relationship with Jvisual or the sale of your Content – nor will you advertise or otherwise publicize your relationship with Jvisual.
  • Jvisual represents and warrants that:
  1. it has the power and authority to enter into this agreement and to fully perform all of its obligations hereunder; and
  2. upon making or learning of any claim that is inconsistent with any of the warranties or representations made by you, Jvisual may send you written notice of such claim, using the email address provided by you to Jvisual, specifying the details of the claim as then known to Jvisual.

Pending the determination of such claim, Jvisual 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 Jvisual. You will cooperate fully with Jvisual 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.

  1. Confidentiality
    • By submitting any Content to Jvisual, you acknowledge and accept that you will acquire certain confidential and proprietary information. You agree to keep such information confidential and to not disclose it to any third party.
  2. Indemnification
    1. You agree to indemnify and hold Jvisual, its parent company, owners, directors, and operators harmless from all claims, losses, damages, costs and expenses (including reasonable attorneys’ fees and expenses) arising out of any breach or claimed breach of any of your representations or warranties or any of your obligations under the VA. You will only be liable for any incidental, consequential, or special damages in the case of third party claims.
    2. Jvisual shall indemnify and hold you harmless from and against any and all claims, losses, damages, costs and expenses (including reasonable attorneys’ fees and expenses) arising out of any breach or claimed breach of any of Jvisual’s representations or warranties or any of Jvisual’s obligations pursuant to the VA. Jvisual will only be liable for incidental, consequential, or special damages in the case of third party claims.
    3. If Jvisual is the indemnifying party, it shall defend such claims, control litigation, and settle claims in its sole discretion. If a settlement creates a financial obligation for you, it shall require your written consent, which you will not unreasonably withhold or delay. If you are the indemnifying party, Jvisual shall have the right but not the obligation to assume control of any litigation.

When indemnification is sought due to a legal claim by a third party, the indemnified party shall:

  1. promptly notify the indemnifying party of the claim. If the indemnified party does not notify the indemnifying party, the indemnifying party must still meet its indemnification obligations under the VA, unless the failure to notify causes material prejudice to the indemnifying party; and
  2. give the indemnifying party the opportunity to defend the claim with counsel reasonably acceptable to the indemnified party. Counsel that is acceptable to indemnifying party’s errors and omissions insurance carrier shall be deemed to be acceptable to indemnified party. The indemnified party agrees to cooperate with the indemnifying party in the defense of any claim, at the indemnified party’s expense. If for any reason the indemnifying party does not elect to or fails to defend a claim, the indemnified party may do so at the indemnifying party’s sole expense
  1. Miscellaneous
    1. The relationship of the parties is that of independent contractors. There is no relationship of partnership, joint venture, employment, franchise or agency created hereby between the parties.
    2. The VA 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. The validity, interpretation and enforcement of the VA, matters arising out of or related to the VA or its making, performance or breach, and related matters shall be governed by the internal laws of the State of Israel. Any legal action or proceeding concerning the validity, interpretation and enforcement of the VA, matters arising out of or related to this VA or its making, performance or breach, or related matters shall be brought exclusively in the courts of the State of Israel, and all parties consent to the exclusive jurisdiction of those courts, waiving any objection to the propriety or convenience of such venues.
    4. In case any part of the VA is deemed unenforceable or illegal or invalid, the VA shall be severable in such way that the remainder of the VA terms shall remain in full force and effect. The VA 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. Jvisual will not be liable for any damages, including actual, indirect, special, or consequential damages arising from the submission or use of your Content or the termination of your Vendor Account.
    6. Please note that Jvisual reserves the right to modify the terms of the VA at any time by announcement to email you’ve provided upon signup. You agree to be bound by all such changes. If you do not agree with any of the changes, please remove from Jvisual, pursuant to the terms herein, all or that portion of your Content to which you do not wish the changes to apply.
    7. In the event that you breach any of the terms of this or any other agreement with Jvisual, Jvisual shall have the right to terminate your account without further notice, in addition to Jvisual’s other rights as per the law.
    8. It is expressly understood and agreed that this VA is entered into solely for the mutual benefit of the parties herein and that no benefits, rights, duties, or obligations are intended by this VA as to third parties.
  2. Disclaimer of warranties
  3. The site, including any content contained therein, are provided by Jvisual “as is” without representation, warranty or condition of any kind, either express or implied, including, but not limited to the implied representations, warranties or conditions of merchantability, or fitness for a particular purpose. Jvisual does not represent or warrant that the site or the content will be made available for sale or license or that their use will be uninterrupted or error free.
  4. Jvisual does not represent or warrant that the site or any content available for downloading through the site will be free of viruses or similar contamination or destructive features.