Membership Agreement

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Monday, July 1, 2013 by KeyImagery| 6440 Views

Terms & Conditions

1. Consent

You must be at least 18 years of age to register with KeyImagery to provide content. KeyImagery may require that the registrant provide sufficient proof that are at least 18 years of age. Minors can access only by having their parent or legal guardian register on their behalf. By opening such an account, the parent or legal guardian authorizes the minor to use and agrees to be bound personally by the terms and conditions of this agreement. KeyImagery may elect at its sole discretion to monitor any area or records pertaining the Site for compliance with this agreement or for any other reason.

2. Uploading Content and Rights for Contributing Photographers & Illustrators

(This section only applies to Members interested in selling images as royalty-free stock)

By uploading image files (bitmap, vector or other) to sell as royalty-free stock through the Stock section of the Site, the Member agrees to give KeyImagery and the image buyer irrevocable nonexclusive royalty-free rights to use the content for any purpose including publication, display, modification, and creation of derivative works. The Member gives KeyImagery the right to license the content up until the time the Member removes the file from the Site. Once an image is approved for the stock catalogue, the image must stay on the Site for at least 90 days. After 90 days, the Member can request that the image be removed.

3. Compensation.

KeyImagery will pay the contributing Member the commission specified on the Site.

4. Copyright.

The copyright of all content uploaded by a contributing Member is retained by that Member. A Member may not upload content to which they do not own the copyrights.

5. Member Warranties and Responsibilities.

  1. Registration. The Member warrants that he or she has provided KeyImagery with accurate, complete, and updated registration information while registering and agrees to correct and update that information to ensure its accuracy and completeness at all times.
  2. Account Responsibility. All members who register online for KeyImagery can specify a username and password to access their account.  The Member is entirely responsible for any and all activities conducted through his or her Account. The Member may permit another individual to use the Account subject to Member’s supervision and assumption of all resulting liabilities. The Member agrees to notify KeyImagery immediately of any unauthorized use of Member’s password or accounts as well as of any other breach of security.
  3. Member Names. Upon your registration as a Member of KeyImagery, you are asked to choose a Member name to identify yourself to other Members and KeyImagery staff. You may not select or use a Member name of another person (unless it is also your name), or a name which violates any third party's trademark right, copyright, or other proprietary right, which is or may be illegal, which may cause confusion, or which KeyImagery deems in its discretion to be vulgar or otherwise offensive. KeyImagery reserves the right to delete any vulgar or otherwise offensive Member name, or to require deletion thereof.
  4. Former Members. Members whose accounts have been terminated by KeyImagery may not access KeyImagery in any manner or for any reason without the express written permission of KeyImagery. Active Members may not knowingly allow former Members who have been terminated to use the active Members' accounts.
  5. By uploading content such as photograph image files, the Member warrants that he or she is the owner of the copyright thereto.
  6. By uploading content, the Member warrants that the content does not depict subject matter in a manner that violates any laws.
  7. By uploading content, the Member warrants that the uploading was not done with the intent to harass, threaten, embarrass or cause distress, unwanted attention, or discomfort upon another person or entity.
  8. By uploading a model release or otherwise representing that subjects depicted in an image file have consented to publication for whatever purpose, the Member warrants that the information is complete and accurate.

6. Refunds for Account Top-Ups

Account Top-Ups are non-refundable. In the event that a refund is made (at the sole discretion of KeyImagery), there will be a NZD$25 processing fee assessed due to administration costs, and associated costs by the banking and/or credit card institutions.

7. Indemnification

The Member shall indemnify, defend and hold harmless KeyImagery, 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 the foregoing warranties, and any and all liabilities, losses, damages, expenses (including attorneys’ fees and costs) and damages in consequence thereof. KeyImagery reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification, which shall not excuse the Member’s indemnity obligations.

8. Control of Operations

  1. KeyImagery, in its sole discretion, may remove any content uploaded to the Site including that appearing to infringe the intellectual property rights of others
  2. Member Privacy. KeyImagery may access and disclose any information about Member, Member’s accounts, or any content Member provide to the Site if KeyImagery believes in good faith that such action is reasonably necessary to enforce this Agreement, its copyright policy, to comply with the law and legal process, to operate its systems properly, to protect itself, its members, or users.
  3. KeyImagery reserves the right, but does not assume the responsibility, to restrict conduct which KeyImagery deems in its discretion to be harmful to individual members, damaging to the communities that use KeyImagery, or in violation of KeyImagery's or any third party's rights.

9. Disclaimers

  1. KeyImagery 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.
  2. KeyImagery, 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 KeyImagery. From time to time the porting of particular content may not be feasible and KeyImagery may remove any such content from the Site without any liability to the Member. The Member is responsible for assessing its own computer and transmission network needs, and the results to be obtained there from.
  3. KeyImagery assumes no responsibility for any actions or liabilities arising from the possession or use of images, photos, files or software obtained from KeyImagery.
  4. KeyImagery makes no warranty that service will be uninterrupted, timely, secure, or error free. KeyImagery makes no warranty as to the use or the results that may be obtained from the use of KeyImagery.
  5. KeyImagery makes no warranty with respect to any related software or hardware used or provided by KeyImagery in connection with KeyImagery. Any patent, copyright, trademark, trade secret or warranty infringements, whether actual or alleged, are the direct responsibility of the manufacturer of said hardware or software product.

10. Limitation of Liability

The Member acknowledges that KeyImagery shall not assume or have any liability for any action by KeyImagery or its affiliates and licensees with respect to the use of content. To the fullest extent permitted by applicable law, including but not limited to, negligence, KeyImagery shall not be liable to the Member 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, even if KeyImagery has been advised of the possibility of such damages, in connection with KeyImagery or with any other product or service provided by KeyImagery, or resulting from the use of or the inability to use the Site or any transaction entered into through or from KeyImagery, or from unauthorized access to or alteration of your transmissions, data, or account. The Member specifically agrees that KeyImagery is not responsible or liable to the Member or anyone else for any threatening, defamatory, obscene, offensive or illegal conduct or speech of any other party or any infringement or violation of another's rights, including intellectual property rights, rights of publicity, or rights of privacy. KeyImagery's liability to you for breach of this agreement is limited solely to NZD$25.

11. Termination

Either you or KeyImagery may terminate your account with KeyImagery at any time with or without cause. Your only right with respect to any dissatisfaction with any (i) Agreement term or policy or practice of KeyImagery in operating KeyImagery, (ii) content available through KeyImagery or change therein, or (iii) amount or type of fees or billing methods, or change therein, is to terminate your account with KeyImagery by notifying KeyImagery Help & Support of your desire to terminate by e-mail. Your notice of termination will be effective upon receipt by KeyImagery, or upon receipt of confirmation if confirmation is requested. As noted above in Section 2. "Uploading Content and Rights", any photos that have been approved and posted on KeyImagery for less than 90 days must first meet the 90 day eligibility requirement before they can be removed, regardless of whether Member chooses to terminate their account.

12. Impermissible Conduct

The Member may not upload content which is unlawful and agrees to use KeyImagery only for lawful purposes. The Member may not post to or use KeyImagery to transmit sexually explicit images or other content which is deemed by KeyImagery to be generally offensive to the public or harmful to minors. Any conduct by the Member that in KeyImagery's sole discretion restricts or inhibits any other Member, person or entity from using or enjoying KeyImagery or another service will not be permitted and shall entitle KeyImagery to immediately terminate the membership without notice.

13. Severability

If any term or provision of this Agreement is found to be unenforceable for any reason, this Agreement shall remain in full force and effect and shall be fully enforceable on its remaining terms and conditions.

14. Arbitration

A material part of this contract is the Agreement to arbitrate. Any and all disputes arising out of, under or in connection with this Agreement, with the exception of copyright claims, including without limitation, its validity, interpretation, performance and breach, shall be submitted to arbitration in Hamilton, New Zealand pursuant to the rules of the Civil Claims Court (New Zealand) in effect at the time arbitration is demanded. Judgment upon any award rendered may be entered in the highest court of the forum having jurisdiction. This Agreement, its validity and effect, shall be interpreted under, and governed by, the laws of the State of California, and you agree that the arbitrators shall award all costs of arbitration, including legal fees, plus legal rate-of-interest to the successful party. Copyright infringement claims shall be brought in the Civil Claims Court (New Zealand). You consent to service of any required notice or process upon you by registered mail or overnight courier with proof of delivery.

15. Legal Fees and Jurisdiction

If KeyImagery is obligated to go to court, rather than arbitration, to enforce any of its rights, or to collect any fees, you agree to reimburse KeyImagery for its legal fees, costs and disbursements if KeyImagery is successful. You agree that the Civil Claims Court (New Zealand) are the agreed and appropriate forums for any such suit, and consent to service of process by registered mail or overnight courier with proof of delivery.

16. Entire Agreement

This Agreement comprises the entire agreement between KeyImagery and the Member, and supersedes any prior agreements. KeyImagery reserves the right, at its discretion, to revise this Agreement at any time, and such revision shall be effective immediately upon the posting of the revised Agreement at the Site. You agree to review the Agreement periodically to become aware of such revisions. If any such revision is unacceptable to you, you may terminate your membership as provided in Section 10. Your continued use of KeyImagery following posting of the revised Agreement on the Site shall be deemed to be acceptance of all such revisions.


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