Contributor agreement

Onepixel is a global content licensing platform. Onepixel’s customers pay a fee to license from its platform content submitted by contributors. Contributors get paid a commission every time their content is licensed.

The following terms are a lengthy non-exclusive legally binding contract between the Contributor, (herein referred as “You”) and Onepixel. Please read all the terms carefully. You may wish to have competent legal counsel review the terms before You enter into the agreement and submit Content to the Onepixel Website.

1. Definitions:

“Onepixel SAS” is a legal entity located at 49 Avenue d'Iéna, 75116 Paris, France and is the parent company all subsidiaries of Onepixel

“Onepixel” – collectively means Onepixel SAS, all associated subsidiaries, and Websites including but not limited to www.onepixel.com

“Content” means photos, images, vectors, moving images, animations, films, videos, audio visual works or other media together with all associated keywords, metadata and/or titles

“Website” means the service and https://www.onepixel.com/en/ and subsidiary websites

2. Overview

By submitting Content to the Website You grant Onepixel, its distributors, and authorized resellers the non-exclusive worldwide unlimited rights to display, reproduce, prepare derivatives works, modify, distribute, license, sublicense, use, market, publish, and sell your photos, images, vectors, moving images, animations, films, videos, audio visual works or other media together with all associated keywords, metadata and/or titles (“Content”) submitted by You or your authorized agent, for the duration of the protection of the assigned intellectual property rights in and through any marketing, media, promotion, social media, and technology known or hereafter devised as Onepixel solely deems fit until this agreement is terminated.

Specifically, You grant Onepixel the right to display, reproduce, prepare derivatives works, modify, distribute, license, sublicense, use, market, publish, and sell the Content: - As a digital reproduction, including within Websites, in online advertising, in social media, in mobile advertising, mobile "apps", software, e-cards, e-publications (e-books, e-magazines, blogs, etc.), email marketing and in online media (including on video-sharing services such as YouTube®, Vimeo®, etc.,); - Printed in physical form as part of product packaging and labeling, letterhead and business cards, point of sale advertising, billboards, CD and DVD cover art, or in the advertising and copy of tangible media, including magazines, newspapers, and books; - As part of an "Out-of-Home" advertising campaign; - Incorporated into film, video, television series, advertisement, or other audio-visual productions for distribution in any medium now known or hereafter devised, without regard to audience size; - For personal, non-commercial use (not for resale, download, distribution, or any commercial use of any kind); - Incorporated into merchandise intended for sale or promotional distribution (collectively "MERCHANDISE"), including, without limitation, textiles, artwork, magnets, wall-art, calendars, toys, stationery, greeting cards, and any other physical reproduction for resale or distribution, provided that such MERCHANDISE incorporates material creative or functional elements apart from the Content; - In wall art (and without requiring further creative or functional elements) for decorative purposes in a commercial space and not for sale; - Incorporated as elements of digital templates for sale or distribution.

Onepixel shall have the right to advertise and/or market your Content on social media platforms including Facebook®, Instagram®, Tumblr®, Twitter®, and similar sites and the applications related thereto,

You grant Onepixel the right to license your Content according to the Onepixel License Agreement, a copy of which is displayed at https://contributor.onepixel.com/en/license.

You grant Onepixel a non-exclusive global royalty free license to use your name, display name, portfolio name, and any of the uploaded Content to the Website for our advertising, marketing, and promotional business purposes.

You agree to waive any “droit moral” rights as a contributor under the applicable Copyright laws or similar laws in other jurisdictions, thus allowing customers to use your Content according to the licenses issued by Onepixel.

3. Ownership of Content

Notwithstanding the foregoing information, You retain ownership of all copyrights and intellectual property rights to your Content.

4. API

Onepixel may offer an Application Program Interface (API) program that allows our partners to display and sell your Content via a Website or other application. By submitting Content to Onepixel You agree for us to display and sell your work via our API. Onepixel shall pay You pursuant to section 11 below.

5. Intellectual Property

Onepixel respects the intellectual property rights of all contributors. Onepixel agrees that all copyrights of Content uploaded to or licensed by the Website shall remain with the owner and nothing in this agreement shall be interpreted as a transfer of copyright to Onepixel.

You agree to not submit Content that is inspired from others, copies, or otherwise infringes on the rights of others including without limitation to Intellectual Property Rights.

6. Violence Hate and Illegal Activity

You agree to not submit Content that violates any laws in the creation or distribution of the Content, encourages or depicts illegal activity, violence, hate, etc. or places any people or organizations in a bad light.

7. Accounts

To obtain access to the Website and upload Content You will need an account with a user name, password, profile information, and prior approval or invitation by Onepixel. Approval for You to access the Website shall be at the sole discretion of Onepixel.

You agree to provide Onepixel true, accurate, and current information including but not limited to profile information, metadata, titles, and keywords.

You consent to the general terms and privacy policies located at https://contributor.onepixel.com/en/terms and https://contributor.onepixel.com/en/privacy.

Onepixel has the right to refuse 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 Onepixel'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 Onepixel, or for convenience.

Onepixel will terminate your account within a reasonable time per your written request. For the sake of clarity, before the termination of your account is made effective by Onepixel, your Content will remain available for license by Onepixel customers. Notwithstanding the foregoing, in the event that Onepixel materially modifies this agreement or the agreements on the Website and does not provide You with prior notice, You may terminate your account within thirty (30) days of the effective date of such modifications.

You may remove Content from your account at any time.

If your account is terminated for any reason, You must obtain written authorization from Onepixel prior to establishing another account. You may not have more than one active contributor account at any time without the written consent of Onepixel in each instance.

You may not submit identical Content to more than one account without the prior written consent of Onepixel.

Onepixel may require You to submit a copy of your government photo ID and tax documents to verify identification and tax residency. You agree that such a request shall not unreasonably be withheld. You understand that failure to provide ID and or tax documents may result in delayed payments and or withholding taxes to You.

8. Releases

Onepixel requires You to store copies of all valid, up-to-date model, property, and other releases for Content(s) that have identifiable people, places, and objects. These releases should contain industry standard information such as name, address, and witness information.

Onepixel reserves the right to request, verify, approve, refuse, and provide copies of documentation, regarding releases to our clients. If You are unable to promptly produce a valid release upon request by Onepixel You risk account deletion and could potentially face legal action by Onepixel and our clients.

9. Submission requirements

You agree to submit Content according to our upload guidelines located at https://contributor.onepixel.com/en/upload/how-to

10. Content

Onepixel reserves the right to refuse, accept, modify, or remove Content from the Website for any reason.

Content previously downloaded by users prior to removal will remain under license unless the users are notified by Onepixel.

Content removed by the contributor for any reason may be licensed to customers who previously downloaded a “comp” version of the Content up to 30 days from “comp” download.

11. Compensation

Onepixel shall pay You a thirty-five percent (35%) commission of the local money collected when your Content is downloaded and licensed from the Website, as outlined in the License agreement, a copy of which is displayed at https://contributor.onepixel.com/en/license

Sales made in USD will be settled in EURO's using the day exchange rate.

For sales made in USD the minimum commission shall be: - $0.35 (USD) for a Standard RF license (converted back into Euros) - $26.25 (USD) for an Extended RF license (converted back into Euros)

For payments made in EURO the minimum commission shall be: - 0.35 EURO for a Standard RF license - 26.25 EURO for an Extended RF license

Content downloaded by You, your affiliates, or multiple downloads from the same customer may not be valid for commission.

Commissions may be subject to any chargebacks, refunds, fraudulent transactions, cancelled licenses, overpayment deductions, reasonable expenses to enforce the agreement, in addition to relevant government taxes, VAT, and/or withholdings, at the sole discretion of Onepixel.

12. Taxes

You agree to supply all applicable tax information for commissions and other earned income from Onepixel and failure to provide such information may result in delayed payments and/or withholdings. You further agree that Onepixel shall not be responsible for any of your tax obligations or payments and only You shall be responsible for any income and tax declarations required in your country.

13. Payments

Automatic royalty payments will be made on or about the 15th of each month by Onepixel for the previous months downloads. Payments do not need to be scheduled or requested.

All payments to your Onepixel account will be made in Euros and remunerated in currencies supported by one of the third party payment processors listed on the Website including but not limited to TransferWise, PayPal, and Moneybookers.

There is a minimum payout of One Hundred Euros (100) during the thirty-day (30 days) accounting period. If your account has not generated the minimum it shall be rolled over to the next accounting period until the minimum payout is met.

Onepixel shall make commission payments using the information you provide.

If You cancel your account Onepixel will make a final payment on or about the next payment date regardless of the minimum payout. However, if Onepixel determines You have breached this agreement before meeting the minimum payout, You may forfeit the remaining commission in your account. Onepixel shall have the right to retain commissions in the event of a breach or otherwise illegal activity.

Onepixel shall not be liable for any mistakes, errors, and/or omissions, caused by You, your banking institution or the payment processor.

You agree to allow Onepixel or its affiliated companies to make payments to You.

14. Royalty Free Licenses

Onepixel is a global Content licensing platform enabling customers to license ROYALTY-FREE Content submitted by contributors.

“ROYALTY-FREE” or “RF” means that users may license and use Content with a one-time upfront fee and few restrictions.

You agree to allow Onepixel to license your Content in accordance with the Onepixel License Agreement, a copy of which is located at https://contributor.onepixel.com/en/license. This license is granted for worldwide usage, for the duration of the protection of the assigned intellectual property rights and can not be terminated by You.

The Standard RF License allows a licensor to use the Content for marketing and advertising purposes worldwide on a non-exclusive basis.

The Extended RF License allows the licensor all rights of the Standard RF license and additional rights including but not limited to adding Content on to products for resale, adding Content into templates, unlimited print runs and views.

Commissions for these licenses are outlined in the Compensation section above.

15. Term and termination

This Agreement is in effect until terminated. You may terminate this agreement by giving 30 days written notice. Onepixel may terminate this agreement at any time by giving 30 days written notice.

Either party may terminate this Agreement effective immediately upon receipt of notification if the other party: - should become subject to bankruptcy or become insolvent - is in breach of this agreement without resolution - should file a petition in bankruptcy

All Content will be removed from the Onepixel Website within 45 days of account termination. Notwithstanding the forgoing statement Onepixel may retain thumbnails and full resolution files for archival, sales history, and internal purposes.

Any transactions that have closed after the termination shall be paid to You following the next payout schedule provided there is no breach.

Onepixel shall have the right to use normal business practices to collect any negative balance before or after termination.

16. Confidential Information

By submitting Content to Onepixel, You will have access to confidential and proprietary information, including but not limited to royalty rates, royalty payments and earnings data ("Confidential Information"). You agree to keep Confidential Information confidential. You may not disclose Confidential Information to any third party other than your representatives, agents, attorneys, accountants, auditors and advisors with a bona fide need to know, who shall first agree to keep the terms confidential.

17. Indemnification

You agree to defend, indemnify, and hold Onepixel, its subsidiaries, affiliates, customers, employees, agents, third party information providers, artists, contributors, and independent contractors, harmless against any claims damages costs liabilities and expenses (including, but not limited to, reasonable attorney fees) arising out of or related to a breach of this Agreement, the use of the Website, your failure to abide by any restrictions and guidelines regarding the use of the Content, Content You submitted, or any claim by a third party related to the use of Content, alone or in combination with any other material.

Onepixel reserves the right but not the obligation to assume the exclusive defense, control, and settlement of any litigation claims otherwise subject to indemnification by You in its sole discretion. And in such case, You agree to cooperate with Onepixel’s defense of such claim. If a settlement obligates You to financial damages we shall require your written consent, which shall not be unreasonably withheld.

18. Representations and Warranties

You represent and warrant that: - You have the full right, power and authority to enter into this agreement and to fully perform all of your obligations hereunder; - You are under no legal disability or contractual restriction that prevents You from entering into this agreement - You are at least 18 years of age; - the Content and all parts thereof are owned and/or legally controlled by You, unencumbered and original works and are capable of copyright protection in all countries where copyright or similar protection is available; - You are in possession of all valid and up-to-date model and property releases that may be required to license your Content; - 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., Photoshop®, 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 Onepixel for the purposes set forth herein; - 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; - there is no suit action or claim or other legal or administrative 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 - You will not transmit unsolicited emails or engage in so-called "spamming" to publicize or promote your relationship with Onepixel or the sale of your Content - nor will You advertise or otherwise publicize your relationship with Onepixel, nor will You use Onepixel's Trademarks through the use of search engine advertising and/or marketing. You acknowledge that such advertising and/or marketing might infringe on the intellectual property rights of Onepixel and/or third parties. In addition to its other rights and/or remedies under this agreement, Onepixel shall be under no obligation to pay You any referral fees or other compensation if You violate the terms of this subparagraph.

Onepixel represents and warrants that: - it has the power and authority to enter into this agreement and to fully perform all of its obligations hereunder; and - upon making or learning of any claim that is inconsistent with any of the warranties or representations made by You, Onepixel may send You written notice of such claim, using the email address provided by You to Onepixel, specifying the details of the claim as then known to Onepixel. Pending the determination of such claim, Onepixel 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 Onepixel. You will cooperate fully with Onepixel 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.

19. Liability

YOU ASSUME ALL RESPONSIBILITY AND RISK FOR USE OF THE ONEPIXEL WEBSITE INCLUDING WITHOUT LIMITATION ANY OF THE CONTENT OR INFORMATION CONTAINED THEREIN.

THE ONEPIXEL WEBSITE, IS PROVIDED "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. ONEPIXEL DOES NOT REPRESENT OR WARRANT THAT THE ONEPIXEL WEBSITE OR THE CONTENT WILL BE MADE AVAILABLE FOR SALE OR LICENSE OR THAT THEIR USE WILL BE UNINTERRUPTED OR ERROR FREE.

IN NO EVENT SHALL ONEPIXEL OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS, AGENTS OR LICENSEES BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF PROFITS, INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) IN CONNECTION WITH ANY CLAIM, LOSS, DAMAGE, ACTION, SUIT OR OTHER PROCEEDING ARISING UNDER OR OUT OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION THE USE OF, RELIANCE UPON, ACCESS TO, OR EXPLOITATION OF THE ONEPIXEL WEBSITE, THE CONTENT OR ANY PART THEREOF, OR ANY RIGHTS GRANTED TO YOU HEREUNDER, EVEN IF ONEPIXEL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER THE ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE.

IN ANY EVENT, ONEPIXEL'S TOTAL MAXIMUM AGGREGATE LIABILITY UNDER THIS AGREEMENT OR IN RESPECT OF THE USE OR EXPLOITATION OF ANY OR ALL PART OF THE ONEPIXEL WEBSITE OR THE CONTENT IN ANY MANNER WHATSOEVER SHALL BE LIMITED TO THE FEES COLLECTED BY ONEPIXEL FOR THE CONTENT THAT IS THE SUBJECT MATTER OF THE CLAIM, BUT IN ANY EVENT WILL NOT EXCEED TEN THOUSAND (10,000.00) EUROS.

20. Assignments

Onepixel shall have the right in our sole discretion, to assign any or all of our rights and obligations of this agreement to any associated subsidiary of Onepixel. You shall have no right to assign any of your rights or obligations under this agreement without our prior written approval. Any assignment attempt by You without our prior approval may immediately terminate this agreement.

21. Miscellaneous

This Agreement relationship is between Onepixel and You as an independent contractor. There is no partnership, employment, franchise, joint venture, or agency created as a result of this Agreement.

This contract will be governed by and construed in accordance with the laws of France. You hereby consent to the personal jurisdiction of the French courts located within the Republic of France. All actions, controversies and disputes arising from or relating to this agreement shall be heard and decided exclusively before the courts located within the Republic of France. You agree to accept the exclusive jurisdiction of the French courts in any legal dispute regardless of conflicts of laws.

If Onepixel assigns any or all of our rights and obligations of this agreement, You agree that the contract shall become governed by the laws of the assignee registered office and that all actions, controversies and disputes arising from or relating to this agreement shall be heard and decided exclusively before the courts located within the territory where the assignee has its registered office.

You agree and understand that Onepixel may provide a translation of this and other legal agreements into additional languages for your convenience only and the English version of these agreements shall govern your relationship with Onepixel. If there is a discrepancy between the English version of the agreement and the translated version the English version shall prevail.

This Agreement shall inure to the benefit of, and be binding upon, Onepixel and You the contributor, and their respective successors and assigns. Nothing in this Agreement, express or implied, is intended to confer upon any person or entity, other than Onepixel and You the contributor, and their respective successors and assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

Last update: September 21st, 2018.