blixel Site Terms

PLEASE READ THESE TERMS OF USE CAREFULLY. BY ACCESSING OR USING ANY BLIXEL WEBSITE OR MOBILE APPLICATION (OR ANY CONTENT, PRODUCT, SERVICE, OR FEATURE AVAILABLE THROUGH THE WEBSITE OR MOBILE APPLICATION, INCLUDING THE EMBEDDED VIEWER) (COLLECTIVELY, THE “SITE”), YOU AGREE TO ABIDE BY AND BE BOUND BY THE TERMS DESCRIBED HEREIN AND BY ALL TERMS, POLICIES AND GUIDELINES INCORPORATED BY REFERENCE, AS WELL AS ANY ADDITIONAL TERMS AND RESTRICTIONS PRESENTED IN RELATION TO SPECIFIC CONTENT OR A SPECIFIC PRODUCT, SERVICE OR FEATURE (COLLECTIVELY, THE “SITE TERMS”). IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT USE THE SITE.

These Site Terms are not intended to alter the terms or conditions of any content license agreement you may have with blixel, its subsidiaries or affiliates, and to the extent of any conflict, the terms of your content license agreement will prevail. By using the Site, you represent and warrant that you are over the age of 18 and are lawfully able to accept these Site Terms. If you are using the Site on behalf of any entity, you further represent and warrant that you are authorized to accept these Site Terms on such entity’s behalf, and that such entity agrees to indemnify blixel for violations of these Site Terms.

Privacy Policy #

blixel is committed to protecting your privacy. Please refer to our privacy policy for information on how we collect, use and disclose personal information.

Ownership of the Site and its Contents #

The Site is owned by blixel. Unless otherwise indicated, all of the content featured or displayed on the Site, including, but not limited to, text, graphics, data, photographic images, moving images, sound, illustrations, software, and the selection and arrangement thereof (“blixel Content”), is owned by blixel, its licensors, or its third-party image partners. All elements of the Site, including the blixel Content, are protected by copyright, trade dress, moral rights, trademark and other laws relating to the protection of intellectual property. We also appreciate any feedback or other suggestions about our services that you may submit to us, but you understand that we may use such feedback or suggestions without any obligation to compensate you for them.

Use of the Site #

The Site and the blixel Content are intended for customers of blixel. You may not use the Site or the blixel Content for any purpose not related to your business with blixel. You are specifically prohibited from: (a) downloading, copying, or re-transmitting any or all of the Site or the Blixel Content without, or in violation of, a written license or agreement with blixel; (b) using any data mining, robots or similar data gathering or extraction methods; (c) manipulating or otherwise displaying the Site or the blixel Content by using framing or similar navigational technology; (d) registering, subscribing, unsubscribing, or attempting to register, subscribe, or unsubscribe any party for any blixel product or service if you are not expressly authorized by such party to do so; (e) reverse engineering, altering or modifying any part of the Site or the blixel Content; (f) circumventing, disabling or otherwise interfering with security-related features of the Site or any system resources, services or networks connected to or accessible through the Site; (g) selling, licensing, leasing, or in any way commercializing the Site or the blixel Content without specific written authorization from blixel; and (h) using the Site or the blixel Content other than for its intended purpose. Such unauthorized use may also violate applicable laws including without limitation copyright and trademark laws, the laws of privacy and publicity, and applicable communications regulations and statutes. You represent and warrant that you will comply with all applicable laws and regulations, including, without limitation, those relating to the Internet, data, e-mail, privacy, and the transmission of technical data exported from the United States or the country in which you reside.

Copyright Infringement Policy #

In accordance with the Digital Millennium Copyright Act (“DMCA”) and other applicable laws, blixel has adopted a policy of terminating, in appropriate circumstances and at blixel’s sole discretion, account holders who infringe the intellectual property rights of blixel or any third party.

Copyright Complaints #

If you believe that any material on the Site infringes upon any copyright that you own or control, you may send a notification of such infringement with our Designated Agent as set forth below:

Copyright Agent
blixel Legal Department: 5900 Balcones Drive STE 5656 Austin, Texas 78731
E-mail: legal@blixel.com

Trademarks #

blixel Trademarks, the blixel logo, and any other product or service name or slogan contained in the Site are trademarks of blixel and its suppliers or licensors, and may not be copied, imitated or used, in whole or in part, without the prior written permission of blixel or the applicable trademark holder. You may not use metatags or any other “hidden text” utilizing “blixel” or any other name, trademark or product or service name of blixel without our prior written permission. In addition, the look and feel of the Site, including all page headers, custom graphics, button icons and scripts, is the service mark, trademark and/or trade dress of blixel and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned in the Site are the property of their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by us.

Links #

You may not use a blixel logo or other proprietary graphic of blixel to link to the Site without the express written permission of blixel. Further, you may not frame any blixel trademark, logo or other proprietary information, including the Blixel Content, without blixel’s express written consent.

blixel makes no claim or representation regarding, and accepts no responsibility for, directly or indirectly, the quality, content, nature or reliability of third-party websites accessible by hyperlink from the Site, or websites linking to the Site. Such sites are not under the control of blixel and blixel is not responsible for the contents of any linked site or any link contained in a linked site, or any review, changes or updates to such sites. blixel provides these links to you only as a convenience, and the inclusion of any link does not imply affiliation, endorsement or adoption by blixel of any site or any information contained therein. When you leave the Site, you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the Site.

Your participation, correspondence or business dealings with any third party found on or through the Site, regarding the payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such third party. You agree that blixel shall not be responsible or liable for any loss, damage or other matters of any sort incurred as the result of any such dealings.

Embedded Viewer #

Where enabled, you may embed blixel Content on a website, blog or social media platform using the embedded viewer (the “Embedded Viewer”). Not all blixel Content will be available for embedded use, and availability may change without notice. blixel reserves the right in its sole discretion to remove blixel Content from the Embedded Viewer. Upon request, you agree to take prompt action to stop using the Embedded Viewer and/or blixel Content. You may only use embedded blixel Content for editorial purposes (meaning relating to events that are newsworthy or of public interest). Embedded blixel Content may not be used: (a) for any commercial purpose (for example, in advertising, promotions or merchandising) or to suggest endorsement or sponsorship; (b) in violation of any stated restriction; (c) in a defamatory, pornographic or otherwise unlawful manner; or (d) outside of the context of the Embedded Viewer.

blixel (or third parties acting on its behalf) may collect data related to use of the Embedded Viewer and embedded blixel Content, and reserves the right to place advertisements in the Embedded Viewer or otherwise monetize its use without any compensation to you.

Forums & Other Interactive Services or Areas #

The Site may include discussion forums or other interactive areas or services, including blogs, chat rooms, bulletin boards, message boards, online hosting or storage services, or other areas or services in which you or third parties create, post or store any content, messages, comments, materials or other items on the Site (“Interactive Areas”). You are solely responsible for your use of such Interactive Areas and use them at your own risk. By using any Interactive Areas, you agree not to post, upload, transmit, distribute, store, create or otherwise publish through the Site any of the following:

a. Any message, comment, data, information, text, music, sound, photos, graphics, code or other material (“User Content”) that is unlawful, libelous, defamatory, obscene, pornographic, harmful to minors, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable;

b. User Content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law, including, without limitation, the regulations of the U.S. Securities and Exchange Commission or any rules of a securities exchange such as the New York Stock Exchange, the American Stock Exchange or the NASDAQ;

c. User Content that may infringe any patent, trademark, trade secret, copyright or other intellectual property or contract right of any party. By posting any User Content, you represent and warrant that you have the lawful right to transmit, distribute and reproduce such User Content;

d. User Content that impersonates any person or entity or otherwise misrepresents your alienation with a person or entity;

e. Unsolicited promotions, political campaigning, advertising, junk mail, spam, chain letters, pyramid schemes or solicitations;

f. Private information of any third party, including, without limitation, addresses, phone numbers, email addresses, Social Security numbers and credit card numbers;

g. Viruses, corrupted data or other harmful, disruptive or destructive les; and

h. User Content that, in the sole judgment of blixel, is objectionable or which restricts or inhibits any other person from using or enjoying the Interactive Areas or the Site, or which adversely affects the availability of its resources to other users (e.g., excessive shouting, use of all capital letters, or continuous posting of repetitive text), or which may expose blixel or its users to any harm or liability of any type. Further, you agree not to delete or revise any User Content posted by any third party. blixel takes no responsibility and assumes no liability for any User Content posted, stored or uploaded by you or any third party, or for any loss or damage thereto, nor is blixel liable for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography or profanity you may encounter. Your use of Interactive Areas is at your own risk. As a provider of interactive services, blixel is not liable for any statements, representations or User Content provided by its users in any public forum, personal home page or other Interactive Area. Although blixel has no obligation to screen, edit or monitor any of the User Content posted in any Interactive Area, blixel reserves the right, and has absolute discretion, to remove, screen or edit any User Content posted or stored on the Site at any time and for any reason without notice. You are solely responsible for creating backup copies of and replacing any User Content you post or store on the Site at your sole cost and expense. Any use of the Interactive Areas or other portions of the Site in violation of the foregoing violates these Site Terms and may result in, among other things, termination or suspension of your rights to use the Interactive Areas and/or the Site. You acknowledge and agree that blixel may access, use or disclose any information about you or your use of this Site, including without limitation any User Content to comply with the law or any legal process; protect and defend the rights or property of blixel; or to protect the safety of our company, employees, customers or the public. If you post User Content to the Site, unless we indicate otherwise, you grant blixel and its affiliates a nonexclusive, royalty-free, perpetual, irrevocable and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such User Content throughout the world in any media. You grant blixel and its affiliates and sublicensees the right to use the name that you submit in connection with such content, if they choose. You represent and warrant that (a) you own and control all of the rights to the User Content that you post or you otherwise have the right to post such User Content to the Site; (b) the User Content is accurate and not misleading; and (c) use and posting of the User Content you supply does not violate these Site Terms and will not violate any rights of or cause injury to any person or entity.

Registration Data and Account Security #

In consideration of your use of the Site, you agree to: (a) provide accurate, current and complete information about you as may be prompted by any registration forms on the Site (“Registration Data”); (b) maintain and promptly update the Registration Data, and any other information you provide to Company, to keep it accurate, current and complete; (c) maintain the security of your password and identification; (d) notify blixel immediately of any unauthorized use of your account or other breach of security; (e) accept all responsibility for any and all activities that occur under your account, including but not limited to, all applicable taxes and any applicable third-party fees (including but not limited to credit card fees, foreign exchange fees and cross border fees); and (f) accept all risks of unauthorized access to the Registration Data and any other information you provide to Company.

Financial Disclosures #

Forward-Looking Statements. This Site, and any documents issued by blixel and available through this Site, may contain statements which constitute forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Those statements can be identified by the use of words such as “believe,” “expect,” “plan,” “may,” “will,” “should,” “anticipate” or similar statements or the negative of these words. Forward-looking statements include statements made as to future operations, costs, capital expenditures, cash ow, improvements in infrastructure, distribution and replenishment systems and operating efficiencies, sales and earnings estimates or trends and expansion plans and projections. These forward-looking statements are based on our current expectations. Known and unknown internal and external risks and uncertainties may cause the actual results to be materially different from those expressed in or implied by the forward-looking statements. The information contained in the most recent blixel Annual Reports to stockholders, including information contained under the section captioned “Management’s Discussion and Analysis,” as well as other information included under the caption “Risk Factors” and/or in other filings with the Securities and Exchange Commission, identifies important factors that could cause actual results to differ from those contemplated by forward-looking statements. blixel undertakes no obligation to update forward-looking statements to reflect events or circumstances that occur after the date the statements were made.

Press Releases. The information contained within press releases issued by blixel should not be deemed accurate or current except as of the date the release was posted. blixel has no intention of updating, and specifically disclaims any duty to update, the information in the press releases. To the extent any information therein is forward-looking, it is intended to t within the safe harbor for forward-looking statements, and is subject to material risk.

Third-Party Financial Information. blixel may provide links to third-party websites or services that contain financial or investment information about blixel. Access to such websites and the information contained therein is provided as service to those interested in the information. blixel neither regularly monitors nor has control over the content of third parties’ statements or websites. Accordingly, blixel does not endorse or adopt these websites or any information contained therein, including, without limitation, analyst’s reports and stock quotes. blixel makes no representations or warranties whatsoever regarding the accuracy or completeness of the content, information, or opinions of third-party websites or other third-party information that is identified on the Site. Users visit these websites and use the information contained therein at their own risk.

Indemnification #

You agree to defend, indemnify and hold harmless blixel, its subsidiaries, affiliates, licensors, employees, agents, third party information providers and independent contractors against any claims, damages, costs, liabilities and expenses (including, but not limited to, reasonable attorneys’ fees) arising out of or related to any User Content that you post, store or otherwise transmit on or through the Site, your conduct, your use or inability to use the Site, your breach or alleged breach of the Site Terms or of any representation or warranty contained herein, your unauthorized use of the blixel Content, or your violation of any rights of another.

Disclaimer #

THE SITE, INCLUDING WITHOUT LIMITATION THE EMBEDDED VIEWER AND THE BLIXEL CONTENT, ARE PROVIDED “AS IS” AND BLIXEL AND ITS DIRECTORS, EMPLOYEES, CONTENT PROVIDERS, AGENTS AND AFFILIATES EXCLUDE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE. BLIXEL WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THE SITE OR THE BLIXEL CONTENT, OR THE UNAVAILABILITY OF THE SAME, INCLUDING, BUT NOT LIMITED TO LOST PROFITS, AND DIRECT, INDIRECT, INCIDENTAL, PUNITIVE AND CONSEQUENTIAL DAMAGES. THE FUNCTIONS EMBODIED ON OR IN THE MATERIALS OF THIS SITE ARE NOT WARRANTED TO BE UNINTERRUPTED OR WITHOUT ERROR. YOU, NOT BLIXEL, ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION DUE TO YOUR USE OF THIS SITE OR THE BLIXEL CONTENT. WE MAKE NO WARRANTY THAT THE SITE OR THE BLIXEL CONTENT IS FREE FROM INFECTION BY VIRUSES OR ANYTHING ELSE THAT HAS CONTAMINATING OR DESTRUCTIVE PROPERTIES.

Blixel uses reasonable efforts to ensure the accuracy, correctness and reliability of the Blixel Content, but we make no representations or warranties as to the Blixel Content’s accuracy, correctness or reliability.

blixel offers a search feature within the Site. blixel explicitly disclaims any responsibility for the content or availability of information contained in our search index or directory. blixel also disclaims any responsibility for the completeness or accuracy of any directory or search result.

Some US states and foreign countries do not permit the exclusion or limitation of implied warranties or liability for certain categories of damages. Therefore, some or all of the limitations above may not apply to you to the extent they are prohibited or superseded by state or national provisions.

Limitation of Liability #

IN NO EVENT SHALL BLIXEL, ITS DIRECTORS, MEMBERS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SITE, THE SERVICES, THE BLIXEL CONTENT OR THE MATERIALS CONTAINED IN OR ACCESSED THROUGH THE SITE, INCLUDING WITHOUT LIMITATION ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE BY USER ON ANY INFORMATION OBTAINED FROM BLIXEL, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO BLIXEL’ RECORDS, PROGRAMS OR SERVICES. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF BLIXEL, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF THE SITE EXCEED ANY COMPENSATION YOU PAY, IF ANY, TO BLIXEL FOR ACCESS TO OR USE OF THE SITE.

Applicable Law and Venue #

Any dispute relating in any way to your use of the Site or the blixel Content shall be submitted to confidential arbitration in San Antonio, Texas, except that, to the extent you have in any manner violated or threatened to violate blixel’s intellectual property rights, blixel may seek injunctive or other appropriate relief in any state or federal court in the State of Texas, and you consent to exclusive jurisdiction and venue in such courts. Arbitration under this provision shall be conducted by a single arbitrator under the rules then prevailing of the American Arbitration Provision. The arbitrator’s award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to the Site Terms, whether through class arbitration proceedings or otherwise.

Termination #

Notwithstanding any of these Site Terms, blixel reserves the right, without notice and in its sole discretion, to terminate your account and/or to block your use of the Site.

Miscellaneous Provisions #

Any waiver of any provision of the Site Terms will be effective only if in writing and signed by blixel. If any clause in these Site Terms is found to be unenforceable, wherever possible this will not affect any other clause and each will remain in full force and effect. Any rights not expressly granted herein are reserved.

Changes to Site Terms #

blixel reserves the right to change any of the terms and conditions contained in the Site Terms or any policy or guideline of the Site, at any time and in its sole discretion. When we make changes, we will revise the “last updated” date at the top of the Site Terms. Any changes will be effective immediately upon posting on the Site. Your continued use of the Site following the posting of changes will constitute your acceptance of such changes. We encourage you to review the Site Terms whenever you visit one of our websites.

Questions and Contact Information #

Email info@blixel.com if you have any questions or comments about the Site or Site Terms.

© 2021 blixel LLC. All rights reserved. Terms and Conditions of Use.

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BLIXEL CREATOR AGREEMENT

 

This Agreement (“Agreement”) is between Blixel LLC, with its principal place of business at 701 E Grayson, San Antonio, TX 78208 United States, and the undersigned individual or entity (“you”) (collectively, the “Parties), and includes the Commercial Terms and Standard Terms and Conditions set forth below. Capitalized and underlined words represent defined terms.

All references to “Blixel” in this Agreement mean Blixel LLC and, where the context implies, each of the entities controlling, controlled or under common control with Blixel LLC.

This Agreement applies to all Content (as the term is defined in Section 1.2) that you have previously submitted and, in the future, will submit, that is accepted for distribution by Blixel (“Accepted Content”). This Agreement supersedes and cancels all previous agreements you have entered into with Blixel related to the distribution of Accepted Content, other than those agreements listed in Section 4.1 which will continue to apply in relation to the Accepted Content submitted under those agreements.

This is a fairly lengthy document and it contains many important provisions that affect your rights and obligations. Once you have accepted this Agreement, it becomes a binding legal agreement between you and Blixel. You should print a copy of the Agreement for your records.

Commercial Terms

  • Payee Name
  • Address
  • Home Territory
  • Commencement Date

Exclusivity: All Content submitted to Blixel is on a Content exclusive basis. This means that Content submitted to Blixel and any other content that is substantially the same (“Similar”) may not be licensed to any third party unless Blixel has notified you that it has been rejected. In addition, you must submit exclusively to Blixel any and all Content (a) that you have taken on assignment for or as a representative of Blixel; (b) that you have created acting on information, direction or access provided through Blixel; or (c) where Blixel is funding any of the costs incurred in connection with creating that Content. Additional terms apply to editorial Content, see Section 5. Creator Commission rates (“Commissions”) are based upon various models depending upon the type of content uploaded. Illustrations, images and editorial images are based upon an ad revenue model, see here. Videos are based on a traditional commission based model, see here.

Blixel may, upon providing you 30 (thirty) days’ notice, make amendments to this Agreement including by introducing new commission rates and methods for calculating Commissions to accommodate distribution of Accepted Content through new licensing methods/models that it introduces from time to time, by posting a Creator Commission Schedule. When changes or additions are made to the Commission Schedule, Blixel will also notify you of such changes by email. It is your responsibility to keep Blixel informed of your current email address via the account management tool made available to you by Blixel. Continued submission of Content or failure to terminate this Agreement within 30 days of Blixel notifying you of any changes to the Commission Schedule will be deemed acceptance by you of those changes and they will be incorporated by reference into this Agreement.

Delivery/Acceptance: You may submit Content to Blixel license models and/or Collections (as defined in Section 1.3) for which you have been approved for participation. You agree to comply with the applicable submission requirements available on the Creators Website (“Submission Requirements”) in effect at the time of submission, which may be amended from time to time. Blixel will provide you with a receipt acknowledging each submission. Blixel will use commercially reasonable efforts to accept or reject Content that you submit within 30 days. Different periods for acceptance/rejection will apply to certain editorial Content and Footage, as indicated in Section 5.7 and Section 6.3 below. Blixel may reject any submitted Content at its discretion. Any Content submitted from your email address and/or using a username/password issued to you shall be taken by Blixel as evidence that such Content has been submitted by you.

Term:  The Term of this Agreement begins as of the Commencement Date and will continue for an initial period of 1 (one) year, with automatic renewals of successive one-year periods. You may terminate this Agreement without cause at any time by providing 90 (ninety) days written notice (subject to exceptions relating to certain editorial Content as provided in Section 5). Blixel may only terminate this Agreement without cause at the end of the initial one-year period or at the end of any successive one-year period by providing 90 (ninety) days prior written notice.

Standard Terms & Conditions

 

SECTION 1. Rights and Commissions.

1.1 License Grant to Blixel: You grant Blixel a worldwide, exclusive right to market and sublicense the right to copy, reproduce, display, transmit, broadcast, modify, alter, create derivative works of and publish the whole or part of any Content (as defined below) that you submit to Blixel. These rights may be exercised via any analog or digital means of communication now known or hereafter devised including without limitation via print, websites, other electronic formats, mobile devices, TV, cinema, exhibitions; and, subject to applicable laws, may be used for any purpose of any nature including without limitation for advertising, publicity, promotions, graphic design, marketing within and on products, corporate communications, press articles, press releases, brochures, reports, décor, programs and films. Blixel may sublicense or authorize any third-party distributors (“Distributors”), any customer who licenses Accepted Content from Blixel or a Distributor (“Clients”) and their customers to exercise the rights described in this Section 1. Blixel and Distributors will determine the terms and conditions of all licenses of Accepted Content granted by them, but will not use or license Accepted Content for uses that are defamatory, pornographic or otherwise illegal and will use commercially reasonable efforts to stop any such use by Clients brought to their attention. Blixel and Distributors may determine how Accepted Content may be marketed and may stop marketing or licensing it at any time. If Blixel notifies you that it has permanently stopped marketing and licensing any particular Accepted Content, the Agreement will be deemed to be terminated only with regards to that Accepted Content.

1.2 Types of Content: This Agreement will apply to the following types of content (the “Content”): (a) photographs, images, and other still visual representations (“Still Image(s)”); (b) illustrations, drawings, and cartoons (“Illustrations“); and (c) moving visual content in any form including, film, video tape, digital files, animation and clips (“Footage”); and (d) font, audio file and any other work protected by copyright, in all cases, generated by any means and in any format or medium, including any reproductions and any modifications and derivative works thereof.

1.3 Collections and Movement of Accepted Content: Accepted Content may be included in one or more of Blixel’s current or future Content collections (“Collections”) made available for licensing or distribution by Blixel or Distributors. Collections include, but are not limited to, Blixel Images, Blixel Illustrations, Blixel Videos, and Blixel Timecapsule. When you submit Content you will be asked to specify, where appropriate, the license model(s) through which the Content is available to be licensed. Blixel will determine the Collection and may subsequently move and license Accepted Content through any other license models and/or Collections. For Content that moves into a new license model and/or Collection, the Commissions of the new license model or Collection will apply going forward. Blixel will notify you of the move, including Accepted Content reference number(s), within 30 days of the move.

1.4 Commissions.  Commissions for Images and Illustrations will be paid based on an ad revenue model. A breakdown of this calculation can be found in the following document, How to Earn with Blixel. Commissions are based on the type of Accepted Content, license model and/or Collection through which Accepted Content is actually licensed. In all cases, the following deductions shall be made from Commission Fees before commissions are calculated: any (i) applicable VAT, duty, levy or impost of any nature required to be withheld, deducted or paid by Blixel from any current or future sums due to you by any law, regulation, or treaty (excluding: (a)  any taxes on the net profits of Blixel or any Distributor; and (b) any withholding taxes imposed on remittances to Blixel from countries outside of the United States); (ii) unauthorized use detection/enforcement fees and expenses; and (iii) shipping charges, insurance charges and service fees such as, for example, special formatting requests, printing/framing costs and technology delivery/access services, in all cases arising out of or resulting from any license of the same Accepted Content (“License Fee Deductions”).

1.5 The following Creator Commission rates (“Commissions”) are calculated for Accepted Video products based upon Blixel model of calculation. Product’s purchase price (sale price) is made up of 4 parts:

Purchase Price: The price the customer pays for the product (minus any applicable sales tax). The price is also listed on the video’s product page. The purchase price consists of the product price plus the buyer fee.

Video Product Price: The price paid to the creator for the product license (Blixel has two license types: standard license and extended license).

Buyer Fee: The portion of the purchase price that represents Blixel’s fee to the customer This is a fixed fee of $1.50. Images and Illustrations do not have a buyer fee.

Creator Commission: A portion (%) of the Product price that represents Blixel’s payment to the creator.

Product Price + Buyer Fee = Purchase Price.

Blixel pays Creators a “Creator Commission” on their Product Price when it sells. This commission is between 40-80%, depending on how many Products you sell; the more you sell, the higher your commission. Thus, high-performing creators are rewarded with more earnings.

1.6 Commission Deductions. Blixel may deduct the following amounts from the Commissions payable to you (together the “Commission Deductions”): (a) advances on earnings or commissions under any agreement with Blixel; (b) cancellations, partial refunds or other sales incentive rebates in respect of a license where the original sale has been reported in a current or past sales report (“Sales Report”) including where due to a fraudulent transaction; (c) overpayment of Commissions in a prior Commission period; and (d) amounts that may be deducted or withheld in accordance with the Section 2.2 Indemnification. Blixel will notify you of any Commission Deductions in a Sales Report before deducting amounts from payments to you. Other than Commissions for Content that is improperly credited to you or any cancellations under (b), if Blixel has not notified you of any Commission Deduction within 1 year after it has been incurred, Blixel waives the right to recoup it.

1.7 Reporting and Payment. Within 20 days after the end of each calendar month (the “Sales Month”), Blixel will make available to you a Sales Report for transactions reported during the Sales Month. The Sales Report will state the Commissions due to you, any Commission Deductions and will also include the following information for Accepted Content other than Content licensed via a royalty-free license model: (a) the invoice number or transaction identifier and date; and (b) where appropriate, the rights granted by a license. Blixel will make Commission Payments monthly, within 60 days after the end of each Sales Month, via PayPal. No payment will be made unless a minimum of US$50.00 (or local currency alternative), after Commission Deductions, is due to you.

1.8 Aggregated Licensing. Blixel may offer license models and price agreements that will make Content available for use by Clients on a high-volume basis. Accordingly, where appropriate, the amount due to you will be determined according to: (a) the ratio of the number of individual items of your Accepted Content to the total number of individual items of Content licensed together; or (b) in Blixel’s discretion, the relative value of the Accepted Content compared to all other Content licensed together with it. In addition, the frequency and methodology for reporting and paying Commissions may also vary in order to facilitate such high-volume licensing. In all cases, the Commission rate applied shall be as set out in the Commercial Terms, except as may be varied according to the Commission Schedule.

1.9 Consumer Products/Services. Blixel may include Accepted Content within direct-to-consumer products and services (as opposed to Blixel or Distributors licensing to Clients for such uses) including, without limitation, within merchandise and on websites that primarily generate revenue from advertising. The amount due to you will be determined in the same way as under Section 1.7.

1.10 Restrictions. The Submission Requirements allow you to specify certain use restrictions for Content at the time of submission. Blixel will notify Clients of all such restrictions that you submit with such Accepted Content.

1.11 Marketing Use of Accepted Content. Blixel and Distributors may use Accepted Content to market you, your work, Blixel, or Distributors, including use in composites that include Content supplied by a third party. No commissions will be paid on these marketing uses.

1.12 Right to Control Claims. Blixel shall have the right to determine, using its best commercial judgment, whether and to what extent to proceed against any third party for any unauthorized use of Accepted Content. You authorize Blixel and Distributors at their expense the exclusive right to make, control, settle and defend any claims related to infringement of copyright in the Accepted Content and any associated intellectual property rights (“Claims”). You agree to provide reasonable cooperation to Blixel and Distributors and not to unreasonably withhold or delay your cooperation in these Claims. Blixel will not enter into any settlement that will compromise your ownership of the copyright in Accepted Content or that prohibits your future conduct with respect to Accepted Content without your prior written consent. Blixel will pay you Commissions on any settlements it receives from Claims. If Blixel elects not to pursue a Claim, you will have the right to pursue it.

1.13 Use of Accepted Content by you. On a non-exclusive basis, you may use Accepted Content and any Similars for promoting or documenting you and your work, provided that these uses do not compete with or limit the rights granted to Blixel under the Agreement. You must obtain Blixel’s prior written consent to use rights-managed creative or rights-managed editorial Accepted Content on the cover of a self-promotional book to ensure that your use does not conflict with any licenses that Blixel may have previously issued. On an exclusive basis you may use Accepted Content and any Similars for: for Footage originally created for an edited program, use within that edited program, including the sale or license as a complete cut of that edited program such as for television, film, commercial or documentary use.

1.14 Copyright to Accepted Content and other Works. Subject to the rights granted in this Agreement, you will retain all right, title and interest, including copyright, in all Accepted Content including when it is incorporated in a derivative work created by others. Blixel will own all right, title and interest, including all copyrights that arise apart from the copyright in your Accepted Content, to all types of derivative works created by or for Blixel that contain multiple items of Accepted Content and/or other Content. Either you or Blixel on behalf of you may register the copyright in any Accepted Content with the relevant copyright authority.

1.15 Credit and Moral Rights. Using the credit line supplied by you, Blixel shall use commercially reasonable efforts to credit you as the source of Accepted Content, but shall have no liability for lack of credit. For the purposes of this Agreement, “Moral Rights” means all non-transferable and non-licensable rights belonging to the original creator of Accepted Content that are automatically conferred by legislation to varying degrees in different countries, which shall include the following rights and all rights of a similar nature: (a) the right to be identified as the creator; (b) the right to object to misrepresentative modification of Accepted Content; and (c) the right to withdraw Accepted Content from the market (except pursuant to the termination provisions of this Agreement). To the extent allowed by law, you waive all your Moral Rights relating to Accepted Content. To the extent such waivers are not permitted by applicable law, you agree not to enforce such moral rights against Blixel, Distributors or Clients. Where you are not the owner of any Moral Rights, you confirm that all Moral Rights have been waived to this same extent or that you have obtained the same commitments not to enforce Moral Rights. Further, you acknowledge and accept that it is common business practice for commercial uses that the creator of Content is not credited and that Content may be modified.

SECTION 2. Representations And Warranties, Indemnification & Limits on Liability

2.1 Representations and Warranties. (a) Each Party represents and warrants to each other that it has the full power and authority to enter into the Agreement and perform its obligations hereunder and that it will comply with all applicable laws, including without limitation to the Foreign Corrupt Practices Act; (b) you represent and warrant to Blixel that: (i) you are the sole and exclusive owner of the Content submitted to Blixel or are the authorized representative of the applicable copyright owner(s) of such Content; (ii) Content submitted to Blixel, to the best of your knowledge after due investigation and prior to modification or re-captioning by Blixel, will not infringe the copyright of any third party, and will not contain any matter which violates any applicable law or regulation and, if released, will not defame, violate the right of privacy or publicity, or infringe the trademark or other personal or property interests of the parties signing such release; (iii) all caption information provided by you will be accurate; (iv) you have obtained valid model and property releases where necessary in accordance with the Submission Requirements at the time of submission and you will keep the original release and provide a copy to Blixel; and (v) you are not on the US Department of Treasury’s List of Specially Designated Nationals.

2.2 Indemnification. Each party (an “Indemnitor”) agrees to defend, indemnify and hold harmless the other party and its affiliates, licensees, officers, directors, employees and agents (each an “Indemnitee”) from and against any and all actual or alleged third-party claims and accompanying liabilities, losses, damages, costs and expenses, including reasonable external attorneys’ fees arising out of or in connection with, any actual or alleged breach of the Agreement by the Indemnitor or any duty, representation, or warranty contained herein by, or any actual or alleged act or material omission of the Indemnitor or its employees or agents. Indemnitor may at its option defend such claim at Indemnitor’s expense, and Indemnitee shall cooperate fully in defending or settling such claim, provided that Indemnitor may not settle without Indemnitee’s prior written consent, which shall not be unreasonably withheld. You agree that Blixel may retain any amounts due to you under the Agreement or any other agreement you may have with Blixel to the extent Blixel is owed any sum under this Section 2.2.

2.3 Limitation of Liability. Blixel shall not be liable for any punitive, indirect, consequential, special or incidental damages arising out of or in connection with the Agreement, even if it has been advised of the possibility of such. In addition, Blixel shall not be liable to you under any circumstances arising out of the misuse of Content by any third party. Blixel shall not be liable for any loss or damage to any Content, storage device or other materials submitted to Blixel, and you are required to provide or maintain your own backup files for any Content submitted. You shall bear sole responsibility for obtaining and maintaining adequate insurance for protection of Content or other materials submitted to Blixel. If, despite the above limitations, liability is imposed on Blixel for any of these reasons, in no event shall Blixel’s liability exceed US$10,000 in the aggregate.

SECTION 3. Termination & Survival of Licensing Rights

3.1 Termination. Either Party may terminate this Agreement as set forth in the Term section of the Commercial Terms. In addition, either Party may terminate the Agreement immediately upon notice if the other Party: (a) breaches any material term or condition of the Agreement and, if capable of remedy, fails to remedy such breach within 60 days after being given notice thereof by the non-breaching Party; or (b) becomes insolvent or suffers any act of insolvency. Also, if Blixel altogether ceases to accept Content from you for any reason other than failure to comply with the Submission Requirements, you may terminate the Agreement, which will terminate 60 days following the date of your notice of termination.

3.2 Effect of Termination. Upon termination and subject to Section 5.5 and Section 6.2 in respect of certain Footage and Accepted Content taken at an Editorial Event, Blixel will use commercially reasonable efforts in relation to all Accepted Content subject to termination to: (a) inactivate digital Accepted Content in its inventory within 90 days; and (b) upon your written request made by within 1 year of termination, either (i) return to you any analog format Accepted Content within 3 years; or (ii) provide you with a digital copy of any analog format Accepted Content that is irretrievable or otherwise damaged (normal wear excepted). During all wind-down periods under Section 3.2(a), Blixel may continue to process licenses of the Accepted Content so long as Blixel pays Commissions to you as required under this Agreement and you may not exploit the Accepted Content elsewhere during this time.

3.3 Survival of Unexpired Licenses. Following termination of the Agreement, all unexpired licenses of Accepted Content will remain in effect and you shall not license any Accepted Content (or Similars) in a way that conflicts with any unexpired exclusive licenses identified in your past Sales Reports. Blixel and Distributors will have a one-time only (or up to five times only in the case of licenses for educational uses) right to renew unexpired licenses on substantially the same terms, provided that there is no break in the licensing period.

3.4 Content Created Under an Advance. If you have received an advance on Commissions that has not been fully recouped by Blixel at the time of termination, Blixel will have the right to continue licensing any or all Accepted Content submitted under this Agreement until the advance has been fully recouped.

3.5 Surviving Provisions. The termination of this Agreement will not affect the accrued rights and obligations of the Parties existing at the date of termination. Sections 1.31.4to and the Commercial Terms as may be appropriate, will survive termination of the Agreement, as will any matter arising under the Agreement either expressly or that by its nature is required to be performed or apply after the Term of the Agreement, including the residual right of Blixel to continue exploiting certain Accepted Content taken at an Editorial Event and certain Footage under Section 5.5 and Section 6.2, respectively.

SECTION 4. Miscellaneous

4.1 Entire Agreement; Severability; Waiver. The Agreement supersedes and cancels any previous agreements related to the distribution of Accepted Content other than agreements which govern Content submitted by Image Partners of Blixel. Where Blixel has previously provided you funds to create Content through an advance, assignment or other agreement that governs specifically identified Content generated for Blixel, the terms of this Agreement shall apply except that any lower commission rate under the earlier agreement shall continue to apply to the Content submitted under that agreement for such period as might be provided under that agreement or, if no period is provided, whilst ever this Agreement remains in force. This Agreement constitutes the entire agreement among the Parties relating to its subject matter and may not be amended, except (a) via the Commission Schedule described in the Commercial Terms; (b) in writing by an authorized representative of each Party; or (c) where a court or other competent legal authority finds a provision to be invalid, illegal or unenforceable (in which event such determination shall not affect any other provision in the Agreement all of which shall remain in full force and the Parties shall in good faith consult to agree the extent of any amendment that might be possible to make the provision valid, enforceable or legal whilst reflecting as far as possible the original intention of the Parties). If a Party waives any provision of this Agreement, the waiver in such an instance shall not be deemed to be a continuing waiver, and no waiver by either Party shall prevent such Party from enforcing any and all other provisions of this Agreement.

4.2 Assignment. You may not assign your rights or obligations and under this Agreement without the prior approval of Blixel, which will not be unreasonably withheld and shall never be withheld in the case of an assignment to a corporation or to a trust controlled by you or for the sole benefit of you or your immediate family. Blixel may assign its rights, obligations and duties under this Agreement, in whole or in part, to any entity controlling, controlled by, or under common control with Blixel as part of a merger, reorganization or sale of assets by Blixel.

4.3 Nature of Relationship. You agree that you are an independent contractor. The Parties expressly acknowledge and agree that their relationship is not one of partnership, employment, joint venture, or any other legal identity, and that Blixel has no obligation to find or offer employment to you.

4.4 Governing Law and Arbitration. The Agreement will be construed and enforced in accordance with the laws of the State of Texas, excluding its laws relating to conflict of laws. Any dispute arising out of or in connection with the Agreement shall be settled before a single arbitrator under the Commercial Rules of the American Arbitration Association (“AAA”) or International Chamber of Commerce (“ICC”) in: Seattle, Washington, U.S.A.; New York, New York, U.S.A; London, England; Paris, France; Frankfurt a.m., Germany or Tokyo, Japan. You may select the applicable rules and the venue from the foregoing. The substantially prevailing Party will be entitled to recover its reasonable legal costs. If both Parties prevail on particular claims, or defenses of a claim, then each Party will be entitled to recover its reasonable legal costs for those claims it successfully asserts or defends, and the awards will be offset.

4.5 Further Assurances. Each Party will, and will use its reasonable efforts to cause any third party to, execute and perform such further acts, deeds and documents as may from time to time be required to give full legal and practical effect to the Agreement.

4.6 Notices. Parties shall provide all notices in writing via mail and/or email. Notices to you will be sent to the current mail or email address and notices to Blixel should be sent to: Legal Counsel, 701 E Grayson, San Antonio, TX U.S.A.; email: legal@Blixelmedia.com

4.7 Audit Rights. You may employ a certified accountant or licensed financial advisor to audit payments made to you during the previous 36 months, at your expense unless the audit reveals that Blixel has underpaid you by more than 7.5%, in which case Blixel will reimburse you for the actual and reasonable auditor’s fees. Blixel will honor one audit request per calendar year, upon 60 days notice. If an underpayment is discovered in an audit, Blixel will pay you interest based on the average one month LIBOR rate for the period under audit on the amount due from the date payment was due, correct the books and records, and will pay any amounts due (subject to any applicable Commission Deductions) within 30 days after the amount due is finally determined. In the event that an audit reveals any overpayment to you, you agree that Blixel may deduct the overpayment from your earnings.

4.8 Confidentiality. Confidential Information” means any information that is designated as confidential or, information that by its nature or circumstances of disclosure would reasonably lead a recipient to believe that it is confidential. Confidential Information of Blixel includes art direction and information posted on the Contributor Website as well as any username/password issued to you to access the Contributor Website and any other restricted online areas. Confidential Information of you includes your earnings. A Party that receives Confidential Information (the “Receiving Party”) from the other Party (the “Disclosing Party”), agrees not to disclose such Confidential Information to any third party or use any of the Confidential Information except as necessary to perform its obligations under the Agreement. The Receiving Party agrees to return all Confidential Information to the Disclosing Party upon request. If a Receiving Party is required by a competent legal authority to disclose Confidential Information, the Receiving Party shall provide the Disclosing Party with prompt notice prior to disclosure so that the Disclosing Party may seek judicial protection. The Receiving Party may also share Confidential Information with its professional advisers under an obligation of confidentiality for the purpose of obtaining professional advice.

4.9 Personal Data Transfer. You understand and agree that information relating to you or any other person such as a model that you may provide to Blixel may be retained for a reasonable period, and may be transferred to, stored, accessed and used in jurisdictions worldwide whose privacy laws may be different and less protective than those of your home country. Blixel, as data controller and processer, may use this information in connection with the performance of this Agreement, including for contacting you, and may disclose this information to necessary service providers, to provide the services they contract for. These third parties will have no right to use your information for secondary purposes. Any personal information you do provide may also be disclosed as part of any merger, sale of the company assets or acquisition, as well as in the unlikely event of an insolvency, bankruptcy or receivership in which event personal information would be transferred as one of the business assets of the company. Blixel reserves the right to disclose any information you provide in order to respond to claims or protect the rights, property or safety of itself, its related companies, Distributors and their employees, customers or the public.

4.10 Submission of Content as an Authorized Representative. If and to the extent you are submitting Content to Blixel as an authorized representative of the applicable copyright owner(s), you acknowledge and agree that (a) you will ensure that such copyright owner(s) comply with the terms of this Agreement where necessary; and (b) to the extent Commissions are paid to you in such capacity, you will be solely responsible for compensating the copyright owner(s) where applicable.

4.11 License for Editorial Content, One Time License and Extended License.

SECTION 5. Provisions Specific to Editorial Content.

5.1 Exclusivity. You must submit exclusively to Blixel any and all Still Images taken at a news, sport or entertainment event (an “Editorial Event”), whether captured with Blixel’s knowledge or of your own volition, except if taken on assignment for a publisher or other entity where you retain no distribution rights. Further, if you create Content at an Editorial Event on assignment for Blixel under credentials provided by Blixel, the resulting Content must be submitted exclusively to Blixel on a perpetual basis. You and Blixel shall be properly cited on all secondary use of your Editorial Content.

5.2 License Fee Deductions & Commission Deductions. Pursuant to Section 1.4 and Section 1.5, the following shall also be deducted from either the Gross License Fees as License Fee Deductions or from the Commissions: any fees paid to a credential issuing body in respect of the license of Accepted Content created at an Editorial Event controlled by the credential issuing body, provided such fees arise out of or result from a license of the same Accepted Content and provided, further, that such fees may not be deducted twice.

5.3 Similar. For Content from an Editorial Event, a Similar means an item of Content that is part of a package depicting one topic, issue or event and that is often but not necessarily taken at approximately the same location as other Content.

5.4 Unreleased Content. For Accepted Content submitted to a Collection primarily intended for Editorial Use, you shall not be liable for any necessary permissions that may be required for any commercial or non-Editorial Use of such Accepted Content. “Editorial Use” means where Accepted Content is used to illustrate a matter of general interest (such as a current event, history, sports, entertainment, art, science, religion or politics), in any medium, and is not used to advertise, endorse or promote a person, organization, product or service (other than the publication or medium in which the Accepted Content appears as part of such a use).

5.5 Effect of Termination: The effect of termination provisions in Section 3.2 shall not apply to Accepted Content from an Editorial Event that is submitted on a perpetual basis as provided under Section 5.1 above, so long as Blixel pays Commissions to you as required under this Agreement. In addition, for all Accepted Content from an Editorial Event that is uploaded to Blixel’ website less than two-years prior to termination, the effect of termination provisions in Section 3.2 shall not apply until the elapse of 2 years from the initial upload of such Accepted Content to Blixel’ website.

5.6 Moral Rights. The waiver of the right to object to misrepresentative modification of Accepted Content shall not apply to Accepted Content licensed through an editorial Collection and the “Reportage” Collection.

5.7 Delivery/Acceptance: The time within which Blixel shall use its commercially reasonable efforts to accept or reject editorial Still Images and editorial Footage (excluding Still Images and Footage intended for archive Collections) shall be 72 hours.

SECTION 6. Provisions Specific to Footage Content

6.1 Similar. For Footage, Content that is from the same production will always be deemed to be Similar.

6.2 Effect of Termination: For Accepted Content admitted to a Footage Collection by Blixel within the last than 2 years prior to termination, the effect of termination provisions in Section 3.2 shall not apply until the elapse of 2 years from the initial upload of such Accepted Content to Blixel’ website.

6.3 Delivery/Acceptance: The time within which Blixel shall use its commercially reasonable efforts to accept or reject creative Footage shall be 45 days.

 

I have reviewed and agree to the terms of this Blixel Contributor Agreement.

Name of Authorized Representative (digital signature)