- Commercial Terms
- Standard Terms & Conditions
- SECTION 1. Rights and Commissions.
- SECTION 2. Representations And Warranties, Indemnification & Limits on Liability
- SECTION 3. Termination & Survival of Licensing Rights
- SECTION 4. Miscellaneous
- SECTION 5. Provisions Specific to Editorial Content.
- SECTION 6. Provisions Specific to Footage Content
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 1.3, 1.4, 2 to 6 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)