Artist Contribution Agreement
This Agreement governs the terms by which designers and illustrators provide artwork and other media content to members of the GraphicLeftovers.com community, on a non-exclusive basis through the web site located at www.graphicleftovers.com (the “Site”). This Artist's Contribution Agreement refers to all persons providing content to or downloading content from the Site.
Background of Agreement
This is a legal agreement between any member intending to upload data or materials onto the Site (in this agreement referred to as “you” or the “Supplier”) and GraphicLeftovers.com (“Digital Leftovers, LLC”) operator of the Site. The Supplier wishes to appoint graphicleftovers.com as its non-exclusive agent to license and distribute Content (as defined below) produced by the Supplier on the terms and conditions set forth in this Agreement and GraphicLeftovers.com form of content license agreement, as such agreement may be amended from time to time or modified for certain clients consistent with the rights granted herein (the “Content License Agreement”). For the purposes of this Agreement, “Content License Agreement” shall be deemed to include all of the Extended License options and provisions to which Supplier has opted-in using the administrative tools relating to his or her account profile on the Site.
Upon accepting the terms of this Agreement, you may make Content available to GraphicLeftovers.com by following the “Upload” procedures and policies identified on the relevant portion of the Site. Each upload of Content will be governed by the terms and conditions of this Agreement, which will be confirmed by you upon each upload.
By ticking the correct box at the end of this Agreement and typing “I agree”, you thereby agree to be bound by the terms of this Agreement. We encourage you to print a copy of the Agreement for your records.
This Agreement remains in full force and effect until terminated in accordance with its terms. If at any time the terms and conditions of this Agreement are no longer acceptable to the Supplier, you must contact GraphicLeftovers.com in writing.
Provision of Content
The parties acknowledge that the Supplier may, from time to time, provide information, designs, photographs, illustrations, and other material to GraphicLeftovers.com using the Upload procedures of the Site or such other procedures as the parties may mutually agree (collectively, “Content”). Graphic Leftovers, in its sole discretion, may determine which of such Content is suitable for posting on the Site or other means of distribution, and only such Content as it deems suitable will be considered “Accepted Content” for the purposes of applicable provisions of this Agreement.
In addition to the terms of this Agreement, the parties acknowledge that the provision of all Content is subject to the policies and procedures outlined in the Site, the terms of which are incorporated by reference into this Agreement. Any breach of the rules relating to acceptable Content outlined in the Site will be deemed to be a breach of this Agreement.
Grant of Authority
The Supplier hereby appoints GraphicLeftovers.com as Supplier's non-exclusive agent to license royalty-free Content to third parties within the jurisdictions of GraphicLeftovers.com business. For all Content, Supplier grants GraphicLeftovers.com the right to use, reproduce, distribute, redistribute, publish, republish, upload, post, transmit, crop, package, repackage, produce and sell prints or similar image products or publicly perform or display Content to prospective licensees through the Site.
GraphicLeftovers.com may use Accepted Content for its own business purposes relating to the promotion of the Site and its distribution programs. No compensation shall be due to the Supplier for use of Accepted Content for such business purposes.
Intellectual Property Matters
The Supplier acknowledges that GraphicLeftovers.com prohibits any Content or any other material that infringes on any patent, trademark, copyright, trade secret, right to privacy, right to publicity, or any other applicable law or proprietary right to be uploaded to the Site.
By uploading Content, you are warranting that you own all proprietary rights, including copyright, in and to the Content. The Supplier agrees that neither GraphicLeftovers.com nor any of its directors, officers, employees, partners, affiliates or agents shall be liable for any damages, whether direct, indirect, consequential or incidental, arising out of the use of, or the inability to use any Content.
Compensation
GraphicLeftovers.com agrees to pay a portion of the fees collected in respect of Accepted Content that is downloaded or otherwise purchased by end-users according to the rate schedule set forth on Appendix "A" to this Agreement, as it may be modified from time to time (the “Rate Schedule”) and the licensing of Content recorded by GraphicLeftovers.com. The Rate Schedule is subject to change in the sole discretion of GraphicLeftovers.com in the ordinary course of its business without notice by posting such changes on the Site. If at any time the Rate Schedule is not acceptable to the Supplier, you may refrain from providing additional Content or terminate this Agreement in accordance with its terms.
In response to a written request, GraphicLeftovers.com will endeavor to make payment of fees in respect of purchased downloads of Accepted Content when such fees aggregate a minimum of US$50. In all cases, payment of fees to the Supplier will be net of: (i) applicable taxes or other withholdings required by applicable law.
Passwords
You acknowledge and agree that you will be responsible for each and every access or use of the Upload portions of the Site that occurs in conjunction with your Member Name and such passwords, and that GraphicLeftovers.com is authorized to accept your Member Name and password as conclusive evidence that you wish to upload Content pursuant to this Agreement. GraphicLeftovers.com shall have no liability or responsibility to monitor the provision of Content under your member name and password.
Managing Content
GraphicLeftovers.com cannot review all communications or Content uploaded to the Site and is not responsible for the content, quality, or consequences of your uploading such communications or Content. Notwithstanding the foregoing, GraphicLeftovers.com reserves the right to delete, move, refuse to accept or edit any communication or Content that it may determine, in its sole discretion, violates or may violate this Agreement, the intellectual or proprietary rights of others, any of its policies or is otherwise
Confidential Information
The Supplier acknowledges that the Confidential Information (defined below) which it obtains through the entering into of this Agreement, the use of the Site and the provision of Content constitutes valuable, confidential, proprietary information of GraphicLeftovers.com and its licensors, and agrees that during the term of this Agreement and thereafter it shall not, without the express written consent of GraphicLeftovers.com, use or disclose to any other person any such Confidential Information, except as specifically authorized under this Agreement.
For the purposes of this Agreement, “Confidential Information” means any and all data, information, documents, software or materials relating to the business and management of GraphicLeftovers.com, its members, affiliates, licensors or licensees, that is designated as confidential or ought reasonably to be considered confidential, including but not limited to: their business model and operations, processes, products, designs, pricing, promotions, business plans, business opportunities, finances, research, development, know-how, trade-secrets, training materials, personnel, identities or personal information of any kind pertaining to members, clients, methodologies, Site content belonging to others and other intellectual property.
Representations and Warranties
The Supplier hereby represents and warrants as follows:
The Supplier has the legal capacity and authority to enter into this Agreement, is the sole and exclusive owner of the Content, has the right to grant all of the license rights contemplated to be provided under this Agreement, and has not granted any rights or licenses to any Content or any other intellectual property or technology that would conflict with this Agreement;
No portion of the Content as delivered to GraphicLeftovers.com from time to time, contains any disabling mechanism or protection feature designed to prevent its use, copying or enjoyment in the manner contemplated in this Agreement, and all Content will be free of any virus, worm, lock, or other mechanism or device that may be used to modify, delete, damage or disable the Site or the Content or any other hardware or computer system, or which would otherwise render inaccessible or impair the use of the Content or the Site in any way;
The Content will include all necessary descriptive information to enable its effective marketing on the Site, which information will be complete and accurate in all material respects and will not include false, misleading or inapplicable metadata intended to or which has the effect of keyword “doping” or improperly altering search results that would otherwise be applicable to such Content; and
The Content delivered to GraphicLeftovers.com hereunder represents original creations and expressions of subject matter, and no Content infringes any copyright, trademark, right of privacy or right of publicity or other proprietary right of any third party, or defames or casts into disrepute in any manner any third party.
Indemnity
You agree to indemnify, defend and hold GraphicLeftovers.com and its affiliates, and their respective directors, officers, employees, shareholders, agents and licensees of Content (collectively, the “GraphicLeftovers.com Parties”) harmless from and against any and all claims, liability, losses, costs and expenses (including reasonable legal fees on a solicitor and client basis) incurred by any GraphicLeftovers.com Party as a result of or in connection with: (i) any use or alleged use of the Site or provision of Content under your Member Name by any person, whether or not authorized by you; (ii) or resulting from any communication made or Content uploaded under your Member Name; (iii) any breach by you of this Agreement; or (iv) any claim threatened or asserted against any GraphicLeftovers.com Party to the extent such claim is based upon a contention that any of the Content used within the scope of this Agreement and the Content License Agreement infringes any copyrights, trade secrets, trademarks, right of privacy or publicity, or other intellectual property rights of any third party.
GraphicLeftovers.com reserves the right, at your expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with GraphicLeftovers.com defense of such claim.
Term and Termination
This Agreement is effective until terminated. You may terminate this Agreement at any time by giving thirty (30) days written notice to GraphicLeftovers.com using help@graphicleftovers.com or such other means of written notice acceptable to GraphicLeftovers.com which enables confirmation of your identity and your intention to terminate. GraphicLeftovers.com may also terminate this Agreement for any reason by giving you thirty (30) days notice by e-mail at the last address contained in your membership information. If GraphicLeftovers.com terminates your membership pursuant to the terms of the Membership Agreement, such termination shall be deemed to be notice of termination of this Agreement, as well.
Either party may terminate this Agreement upon written notice effective immediately upon receipt if the other party (i) liquidates all or substantially all of its assets, dissolves as a corporation other than through inadvertence, or otherwise ceases to do business in a material way, or (ii) makes an assignment for the benefit of creditors, or (iii) files a petition in bankruptcy, petitions or applies for a receiver or trustee for all or any substantial part of its property and such receiver or trustee is appointed, or commences, or has commenced against it, a proceeding under any bankruptcy, reorganization, readjustment of debt, dissolution, or liquidation law or statute of any jurisdiction, any of which shall remain in force for a period of thirty (30) days or more, or (iv) is adjudicated insolvent or bankrupt, or (v) is in breach of this Agreement.
In addition, GraphicLeftovers.com may deem an account to be terminated and may off-set any fees or credits contained in such account against its costs of administration if there has been: (i) in the reasonable opinion of GraphicLeftovers.com, any material misrepresentation made as to the capacity, identity or copyright ownership of Content or the Supplier provided hereunder; or (ii) no log-in or other activity in the account for 24 months despite reasonable commercial efforts to contact Supplier based on the information provided through the Site as part of the account profile of such Supplier.
Effect of Termination
Upon the termination of this Agreement, the grant of authority given to GraphicLeftovers.com shall cease subject to the following conditions: (i) GraphicLeftovers.com shall remove Accepted Content from the Site within thirty (30) days of the termination of this Agreement; (ii) notwithstanding termination, GraphicLeftovers.com shall have the right to continue licensing Accepted Content until it is removed from the Site; and (iii) regardless of the expiration or termination of this Agreement, GraphicLeftovers.com will continue, in accordance with this Agreement, to pay compensation due to the Supplier in respect of licenses granted to members during any transitional period, subject to any rights of set-off under this Agreement or at law.
Upon termination, GraphicLeftovers.com will be entitled to retain all amounts owing to the Supplier for a period of thirty (30) days to determine any applicable rights of set-off, and shall be entitled to deduct from such amounts, a reasonable administrative fee for establishing, managing and terminating your account.
Notwithstanding any other provision in this Agreement, the termination or expiration of this Agreement shall not alter or affect the rights granted to licensees or sub-licensees by GraphicLeftovers.com pursuant to this Agreement.
Termination of this Agreement shall operate without prejudice to the GraphicLeftovers.com rights, defenses and limitations of liability provided under this Agreement, the Membership Agreement or the Terms of Use, which rights, defenses and limitations of liability shall survive termination of this Agreement. In addition, the provisions of this Agreement relating to: Managing Content, Confidential Information, Representations and Warranties, Indemnity, Disclaimer of Warranties and all limitations of liability, shall survive termination of this Agreement and continue in full force and effect.
DISCLAIMER OF WARRANTIES
THE SITE, INCLUDING ANY CONTENT CONTAINED THEREIN, ARE PROVIDED BY GRAPHICLEFTOVERS.COM “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. GRAPHICLEFTOVERS.COM 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.
GRAPHICLEFTOVERS.COM 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.
LIMITATION OF LIABILITY
YOU ASSUME ALL RESPONSIBILITY AND RISK FOR USE OF THE SITE INCLUDING WITHOUT LIMITATION ANY OF THE CONTENT OR INFORMATION CONTAINED THEREIN.
IN NO EVENT SHALL GRAPHICLEFTOVERS.COM 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 SITE, THE CONTENT OR ANY PART THEREOF, OR ANY RIGHTS GRANTED TO YOU HEREUNDER, EVEN IF GRAPHICLEFTOVERS.COM 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, GRAPHICLEFTOVERS.COM'S TOTAL MAXIMUM AGGREGATE LIABILITY UNDER THIS AGREEMENT OR IN RESPECT OF THE USE OR EXPLOITATION OF ANY OR ALL PART OF THE SITE OR THE CONTENT IN ANY MANNER WHATSOEVER SHALL BE LIMITED TO THE FEES COLLECTED BY GRAPHICLEFTOVERS.COM FOR THE CONTENT THAT IS THE SUBJECT MATTER OF THE CLAIM, BUT IN ANY EVENT WILL NOT EXCEED ONE THOUSAND ($1,000.00) UNITED STATES DOLLARS.
SOME JURISDICTIONS DO NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, THE LIABILITY OF GRAPHICLEFTOVERS.COM OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS, AGENTS OR LICENSEES SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
Applicable law
The Site is controlled, operated and administered by GraphicLeftovers.com from within the United States of America. The Site can be accessed from all provinces and territories of Canada, as well as from other countries around the world. As each of these jurisdictions has laws that may differ from those of the United States, you acknowledge and agree that this Agreement will be governed under the laws of the United States applicable therein (without reference to conflicts of laws principles). You hereby irrevocably submit to the exclusive jurisdiction of the Courts of the United States of America with respect to the subject matter of this Agreement. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
You consent to service of any required notice or process upon you by email, registered mail or overnight courier with proof of delivery notice, addressed to the address or contact information provided by you at the time you are first granted access to the membership portions of the Site. You agree to waive any right you may have to (i) trial by jury; and (ii) to commence or participate in any class action against GraphicLeftovers.com related to the Site or this Agreement.
If GraphicLeftovers.com is obligated to go to court or arbitration to enforce any of its rights, or to collect any fees, you agree to reimburse GraphicLeftovers.com for its legal fees, costs and disbursements if GraphicLeftovers.com is successful.
General
You specifically agree and acknowledge that you have, in addition to the terms of this Agreement, reviewed the terms of the Membership Agreement and Terms of Use and any other agreements which may be incorporated by reference therein, and to the extent of their incorporation in this Agreement you agree to be bound by them.
GraphicLeftovers.com failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right.
This Agreement is personal to you and is binding upon your heirs, executors and legal representatives, as the case may be, and is not assignable by you without GraphicLeftovers.com's prior written consent. GraphicLeftovers.com may assign this Agreement without your consent to any other party so long as such party agrees to be bound by its terms.
If all or part of any provision of this Agreement is wholly or partially unenforceable, the parties or, in the event the parties are unable to agree, a court of competent jurisdiction, shall put in place of such whole or part provision an enforceable provision or provisions, that as nearly as possible reflects the terms of the unenforceable whole or part provision.
This Agreement can be amended by the written agreement of the parties or by GraphicLeftovers.com posting amendments on the Upload portion of the Site. Continued provision of Content or failure to terminate this Agreement within thirty (30) days of posting of such amendment will be deemed to be acceptance of the amendment by the Supplier and it will be incorporated by reference into this Agreement.
Compensation
GraphicLeftovers.com agrees to pay a portion of the fees collected in respect of Accepted Content that is downloaded or otherwise purchased by end-users according to the rate schedule set forth on Appendix "A" to this Agreement, as it may be modified from time to time (the “Rate Schedule”) and the licensing of Content recorded by GraphicLeftovers.com. The Rate Schedule is subject to change in the sole discretion of GraphicLeftovers.com in the ordinary course of its business without notice by posting such changes on the Site. If at any time the Rate Schedule is not acceptable to the Supplier, you may refrain from providing additional Content or terminate this Agreement in accordance with its terms.
In response to a written request, GraphicLeftovers.com will endeavor to make payment of fees in respect of purchased downloads of Accepted Content when such fees aggregate a minimum of 50 credits. In all cases, payment of fees to the Supplier will be net of: (i) applicable taxes or other withholdings required by applicable law.
When a minimum of $400 is earned, suppliers will be asked to supply GraphicLeftovers.com a completed W-9 form. Once received, suppliers will continue to receive payouts based on their earnings. At the end of the year, suppliers will receive a 1099 reflecting their earnings.
Contact
If you have concerns relating to this Agreement, please contact GraphicLeftovers.com at help@graphicleftovers.com.
Acknowledgement
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND HAD AN OPPORTUNITY TO SEEK INDEPENDENT LEGAL ADVICE PRIOR TO AGREEING TO IT. IN CONSIDERATION OF GRAPHICLEFTOVERS.COM AGREEING TO PROVIDE A MEANS FOR THE SALE OR LICENSE OF YOUR ACCEPTED CONTENT, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND GRAPHICLEFTOVERS.COM, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND GRAPHICLEFTOVERS.COM RELATING TO THE SUBJECT OF THIS AGREEMENT.
