Monday, July 1, 2013 by KeyImagery| 5795 Views
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 KeyImagery.com 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.
(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.
KeyImagery will pay the contributing Member the commission specified on the Site.
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.
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.
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.
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.
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.
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.
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.
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.
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.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.
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.