KOZZI CONTRIBUTOR AGREEMENT

THIS IS AN EXTENSIVE DOCUMENT WITH MANY IMPORTANT PROVISIONS DESCRIBES AND CONTROLS YOUR LEGAL RELATIONSHIP WITH KOZZI INC. (“KOZZI”) BY WHICH PHOTOGRAPHERS, VIDEOGRAPHERS OR OTHER ARTISTS PROVIDE CONTENT TO ITS MEMBERS VIA ONLINE WWW.KOZZI.COM (THE “WEBSITE”).  BY CHECKING THE AGREEMENT TO TERMS BOX AND ACCESSING AND DESIRES TO UPLOAD CONTENT OR USING THIS SITE IN ANY WAY, YOU HEREBY AGREE TO BE LEGALLY BOUND BY THIS AGREEMENT; WE ENCOURAGE YOU TO READ THE DOCUMENT CAREFULLY AND IN ITS ENTIRITY.  IF YOU DO NOT AGREE TO ACCEPT ALL THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT, DO NOT ACCESS OR USE THIS WEBSITE.

KOZZI shall have the right, in its discretion, to change or modify all or any part of this Agreement from time to time, and any such changes shall take effective immediately upon notice published on the Website. Your continued use or access of the Website constitutes your knowledge and acceptance to the current version of the Agreement and agree to be bound by the changes.  If you do not agree with any of the changes to the agreement you are asked to remove all or part of your submitted content that you do not wish the changes to apply from the Kozzi website.

KOZZI shall have the right, in its discretion, to change or modify all or any part of this Agreement from time to time, and any such changes shall take effective immediately upon notice published on the Website. Your continued use or access of the Website constitutes your knowledge and acceptance to the current version of the Agreement.

This agreement shall remain in effect in perpetuity unless terminated by either Kozzi or Member.  Kozzi reserves the right to terminate this Agreement and revoke any license at any time for any reason. Contributor may terminate this agreement at any time by providing written notification to Kozzi. This Kozzi Contributor Agreement is in addition to the Terms and Conditions of Use applicable to the Website and to the Membership Agreement that all persons providing content to or downloading content from the Website have previously entered into.  In the event of a conflict between this Agreement and the Membership agreement, the order of preference will be (1) this Agreement followed by the (2) Membership Agreement.

Kozzi sublicenses content via the Website. By submitting your photographs, illustrations, video files, and other digital media content (collectively the “Content”) to the Website, you herby authorize Kozzi to grant a worldwide, non-exclusive right and license to copy, use, reproduce, prepare derivative works incorporating, market, publicly display, broadcast, post, transmit, crop, modify, alter, package, repackage, produce and sell prints or similar image products, sublicense and sell any Content uploaded by you and accepted by Kozzi, during the term of this agreement, to use your Content to Users, in accordance with the Terms and Conditions of the Membership Agreement.  As a Contributor you may submit any Content to the Website except as prohibited under the Kozzi Membership Agreement or this agreement, or otherwise prohibited by law.  Kozzi does not act as agent for Contributor or Users, and does not guarantee the quality, title, or legality of the Content, or the truth or accuracy of listings associated with the Content. Accordingly, you hereby irrevocably and unconditionally release and waive any and all claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, that you may have or assert against Kozzi relating to or arising out of the purchase of a sublicense to or the use of the Content.

By uploading Content to the Website, you understand and accept that Users who wish to use your Content will pay a fee to sublicense and download content from the Site and may make broad use of such downloaded Content for such fee and, unless they otherwise agree with you, are under no obligation to inform Kozzi or you of the uses made of any Content.

Unless you “opt out”,  Kozzi shall have the right to issue an “Enhanced License” in respect of your Content.  

Kozzi has the right to refuse to accept any Content for any reason.  Kozzi has the right to remove an content from the Website for any reason.

Contributors have the right to remove your content from Website for any reason at any time.  However, any licenses issued by Kozzi in respect of any Content that is later removed from the Kozzi Website will remain in full force and effect.

PAYMENT AND COMPENSATION

Kozzi will remit to Contributor a royalty equal to a portion off the fees collected in respect of Content that is downloaded or otherwise purchased by the User in accordance with the rate card located on the Website at http://contributor.kozzi.com/.  The amounts due to Contributor may be reduced by returns, refunds and credits paid to Users.

Contributor acknowledges that the Rate Card may have different rates for different types of Content.  Kozzi has the right to amend the Rate Card at any time during the term of this agreement, and which amendments will be deemed acceptable by you, unless you promptly terminate this agreement.

Kozzi processes your payment based on each unique download of Content, however if a User downloads the same item for than once, you are paid once only.

Royalty payments will be issued monthly, on or about the 15^th day of each month for the previous months downloads, Payments are automatic and do not need to be requested.

There is a minimum payout rate of Fifty US Dollars (USD 50.00) per accounting period for electronic payments (PayPal), and Two Hundred US Dollars (USD 200.00) for payment by check.  If during the accounting period you have not accumulated the minimum payment rates, your earnings will be brought forward to the next accounting period.  By default Contributor payouts are set to check and it shall be delivered to the address as saved in your profile.  If you wish to receive payments electronically (PayPal), you are required to edit these settings in your profile.

If you account is cancelled due to breach of the material terms of this agreement, or if you cancel your account according to the terms of this agreement, before you reach your minimum payout, Kozzi reserves the right to retain any royalties and/or other compensation otherwise payable to you. 

You many not use the Kozzi service as a means of transferring your Content to a single subscriber or small number of subscribers nor may you download your own Content.  Such activity constitutes a material breach of this agreement.  If you engage in such activity, Kozzi may avail itself of all rights it has under this agreement, including terminating your account and/or retaining any accrued by unpaid royalties.

If you receive you payments through electronic means (PayPal) you may not share your online payment processing service account with another Kozzi Contributor.

COPYRIGHTS AND WARRANTIES

You represent, warrant and covenant to Kozzi that:

• The Contributor  has the legal capacity and authority to enter into this agreement;
• The Contributor is the sole owner of the Content and its copyright and has the right to grant all of the license rights to be provided under this Agreement;
• The Contributor warrants that the Content being submitted do not infringe the copyright, trademark, intellectual property, right of privacy or right of publicity or other proprietary right of any third party, or defames or casts into disrepute in any manner any third party;
• The Content is not pornographic or obscene;
• The Content does not contain any illegal material or promote illegal activities:Any caption information that you may submit for the Content is relevant, accurate and complete, and does not contain false or misleading information;
• Kozzi may use the Content as provided herein without obtaining any additional consents or permissions or the payment of additional fees to third parties; and

As a Kozzi Contributor, you agree to provide valid and accurate model releases for all content you upload to Kozzi that, in Kozzi’s judgment, contains an identifiable face or identifiable human figure or other identifiable attribute.  If you do not have a model release for Content that Kozzi may choose to accept the Content for so-called “editorial use.”  You agree that you are solely responsible for retaining all original model releases and maintaining complete and accurate model release records.  Model releases are to be electronically delivered to Kozzi with the Content.  The submission of falsified, inaccurate or otherwise defective model releases is a material breach of this Agreement and can result in the immediate termination of your account without prior notice. 

You will not transmit unsolicited emails or engage in so-called “spamming” to publicize or promote your relationship with Kozzi or the sale of your Content.  Kozzi shall be under no obligation to pay you any royalty earnings if you violate the terms of this subparagraph.

INDEMNIFICATION AND WARRANTY AND LIABILITY

You agree to indemnify, defend, and hold harmless KOZZI, its subsidiaries, officers, employees, shareholders, directors, affiliates, agents and suppliers against all claims, liability, damages, costs and expenses, including, but not limited to, attorneys’ fees and expenses, arising out of or related to a breach of this Agreement, and your use or the inability to use Website or any Content, including, without limitation, any claims or actions based on your failure to abide by any restriction regarding the use of Content, infringement or violation of intellectual property rights, or any claim by a third party related to the use of Content.

THE WWW.KOZZI.COM WEBSITE AND THE CONTENT (IMAGES, VECTORS, AND VIDEOS) ARE PROVIDED “AS IS”.  YOU AGREE AND ACKNOWLEDGE THAT YOU ASSUME ALL RESPONSIBILITY AND RISK FOR THE USE OF THE WEBSITE, WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, REGARDING ANY CONTENT, THE WEBSITE, THE ACCURACY OF ANY INFORMATION, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. KOZZI GRANTS NO RIGHTS AND MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO, NON-INFRINGEMENT OF COPYRIGHT, THE USE OF ANY NAMES, TRADEMARKS, SERVICE MARK, LOGOTYPES, COPYRIGHTED DESIGNS OR WORKS OF ART OR ARCHITECTURE, OR ANY OTHER INTELLECTUAL PROPERTY RIGHTS, OR FREEDOM OF ANY SERVICES, OR ANY CONTENT OR OTHER MATERAIL, FROM VIRUSES, WORMS, TROJAN HORSES OR OTHER CODE WITH MALICIOUS, DISTRUPTIVE AND/OR DESTRUCTIVE FEATURES.  IT IS YOUR SOLE RESPONSIBILITY TO ENSURE THAT ALL NECESSARY RIGHTS, PERMISSIONS AND/OR CONSENT THAT MAY BE REQUIRED FOR THE USE OF ANY IMAGES ARE OBTAINED.  YOU FURTHER AGREE AND UNDERSTAND THAT YOU SHOULD SEEK AND OBTAIN COMPETENT LEGAL COUNSEL BEFORE USING IMAGES ON OR IN CONNECTION WITH ANY COMMERCIAL GOODS AND/OR SERVICE PURPOSES.

GOVERNING LAW AND JURISDICTION

This agreement is governed by and shall be construed in accordance with the laws of the Province of Ontario and the federal laws of Canada, without regard to any conflict of laws principles.  By accessing the Website, you acknowledge and agree that any legal action, suit or proceeding arising out of or relating to this Agreement shall be instituted exclusively in a court of competent subject matter jurisdiction in Province of Ontario and the federal courts of Canada, and you and Kozzi each submit to the personal jurisdiction of such court and waive any right each might otherwise have to claim lack of personal jurisdiction or inconvenience of forum.  The United Nations Convention on Contracts for the International Sale of Goods does not apply to or otherwise affect this Agreement. You agree that service of process in any actions, controversies and disputes arising from or relating to this Agreement, may be effected by you by mailing a copy thereof by registered mail or overnight courier with proof of delivery notice, postage prepaid, addressed to the address or contact information provided by you at the time you are granted access to the membership sections of Website, or such other addresses as provided by you in writing to use, however, nothing herein shall affect the right to effect service of process in any other manner permitted by law. 

If any term or provision of this Agreement is invalid or unenforceable, all other terms and provisions shall remain enforceable and in full effect.

Whenever the context so requires, the singular number shall include the plural and vice versa, and the masculine, feminine and neutral genders shall include each other.

The headings contained in this Agreement are for convenience of reference only and shall not affect in any manner the meaning and/or interpretation of this Agreement.

If Kozzi exercises its right to defend and/or enforce any of its rights, you agree to reimburse Kozzi for its legal fees, costs and disbursements if Kozzi is successful.