GETTY IMAGES STILLS AND FOOTAGE CONTRIBUTOR AGREEMENT (the “Agreement”)
Getty Images (US), Inc. (“Getty Images” or “we”) invites the Contributor identified on the signature page
to the Agreement (“Contributor” or “you”) to submit Content that may be used in Getty Images’ products
and services and for licensing and distribution by Getty Images to third parties. The following terms and
conditions will apply to all material submitted and accepted for licensing by Getty Images under this
Agreement.
Section 1.
Definitions.
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Accepted Content: means Content that is submitted by the Contributor and accepted for distribution under
the Agreement or any prior contributor agreement between the Contributor and Getty Images and any
modifications or Derivative Works of that Content.
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Claims: means any lawsuits, demands, or other claims including, but not limited to, claims relating to
infringements of copyrights and other intellectual property rights, misuse, theft, damage, destruction and
loss.
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Client: means any customer who licenses Accepted Content from Getty Images or a Distributor.
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Collection(s): means one or more of Getty Images’ current or future Content collections made available for
licensing or distribution by Getty Images or its Distributors through one of the licensing models offered by
Getty Images, such as those listed in Section 5.1, or such other licensing model that may be introduced in
the future.
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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 Getty Images includes art direction and information posted on a passwordprotected website maintained by Getty Images. Confidential Information of Contributor includes
Contributor’s earnings data and any special content creation techniques.
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Content: means any Still Image, Footage, font, audio file and any other work protected by copyright,
generated by any means and in any format or medium, including any reproductions thereof.
Contributor Website: means the website maintained by Getty Images to provide information and updates
to its contributors located at http://contributors.gettyimages.com or any successor URL.
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Costs: means all liabilities, losses, damages, costs and expenses, including reasonable external
attorneys’ fees.
Derivative Work: has the meaning provided under the U.S. Copyright Act, 17 U.S.C. § 101 and includes a
work that is based upon or incorporates one or more preexisting works.
Disk Product: means all disk products developed by Getty Images for the distribution of Accepted Content.
Distributor: means any company, person, or other entity authorized by Getty Images, directly or indirectly,
to license the Accepted Content to Clients.
Editorial Use: means where Accepted Content is used to illustrate a matter of public 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).
Entire Production: means any complete cut and edited work such as television, film or documentary
program.
Footage: means moving visual Content in any form including, film, video tape, digital files, animation and
clips as may be made available by Getty Images for licensing online.
Getty Images: means Getty Images (US), Inc. and, where the context infers, each of the entities,
controlling, controlled by or under common control with Getty Images (US), Inc.
© 2007 Getty Images, Inc. Getty Images Stills and Footage Contributor Agreement v1.2
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Multimedia Products: means products created by Getty Images that contain multiple items of Accepted
Content and/or other content, which are licensed by or for Getty Images as part of a finished product in
such a way that the individual items of Accepted Content may not be used in isolation.
Online Product: means any product developed for distribution through an Online System, including virtual
CD-ROMs (VCDs).
Online System: means any transmission system for the distribution of Accepted Content to Clients, such
as the Internet, the World Wide Web or other public or private network.
Party: means Contributor or Getty Images.
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Placement Fee Collections: Collections where you will be required to pay a placement fee for uploading
your Content.
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Rights-Managed Creative: means all Accepted Content other than Rights-Managed Editorial Content
licensed or distributed by Getty Images and Distributors through the rights-managed and rights-ready
licensing models.
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Rights-Managed Editorial: means Accepted Content included in Collections primarily depicting news,
sports, entertainment events, archival Content of such events or portraiture, licensed or distributed by
Getty Images and Distributors through any rights-managed based licensing model.
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Similar: means any Content whose principal elements are depicted in a way that, when compared side by
side with other Content, would cause an industry professional to believe they are substantially the same.
Content will not be considered Similar based only on its subject matter. For Rights-Managed Editorial,
Content that is part of the same Still Image Story Set will be deemed to be Similar.
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Still Image(s): means a photograph, illustration, or other still visual representation.
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Still Image Story Set: means a set of Still Images submitted to a Rights Managed Editorial Collection that
are part of a package depicting one topic, issue or event, and that are often, but not necessarily, taken at
approximately the same location as other Still Images in the Still Image Story Set, and sometimes
including other locations also depicting the Still Image Story’s Set’s topic, issue or event.
Submission Requirements: means Getty Images’ submission requirements for Content, available on the
Contributor Website.
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Third Party: means any party other than Contributor, Getty Images, a Distributor, or a Client.
Section 2.
2.1
Rights to Accepted Content
License Grant to Getty Images.
(i) Subject to Section 2.3, you grant Getty Images a worldwide, exclusive right to distribute,
market, sublicense, use, copy, reproduce, publish, transmit, broadcast, display, communicate and make
Accepted Content available to the public. Except for Content that you submit for licensing through RightsManaged Editorial, you grant Getty Images the additional right to enhance, adapt, modify, recast, or
create Derivative Works of that Content. Getty Images may exercise these rights in any medium, now
known or later developed, for any purpose. Getty Images may sublicense or authorize any of its
Distributors, Clients and their customers to exercise the rights described in this Section 2.1. Getty Images
and Distributors will not use or license Accepted Content to Clients for uses that are defamatory,
pornographic or otherwise illegal. We will use commercially reasonable efforts to stop any such use that is
brought to our attention. For Footage, nothing contained herein shall grant Getty Images’ the right to
market, represent or license Entire Productions, or act as a distributor for Entire Productions, without the
prior written consent of Contributor.
(ii) Getty Images and its Distributors will determine the terms and conditions of all licenses of the
Accepted Content granted by them. They will also determine the manner in which Accepted Content may
be marketed. Getty Images and its Distributors may discontinue marketing or licensing any Accepted
Content at any time. In the event that Getty Images permanently discontinues marketing and licensing
Accepted Content, then the Agreement will be deemed to have terminated only with regards to that
© 2007 Getty Images, Inc. Getty Images Stills and Footage Contributor Agreement v1.2
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Accepted Content. All rights in that Accepted Content will revert to Contributor subject to Getty Images’
surviving rights that are described in Sections 8.4 and 8.5.
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(iii) You authorize Getty Images and Distributors, at their expense to make, control, settle and
defend Claims related to the Accepted Content. You agree to provide reasonable cooperation to Getty
Images and Distributors in these Claims, including allowing the use of your name in, and being joined as a
party to, proceedings in connection with any action to be taken or defended by them. Getty Images will not
enter into any settlement, judgment or consent decree that has an adverse effect on your ownership of the
copyright of an Accepted Content or that prohibits your future conduct with respect to an Accepted
Content without your prior written consent. You agree not to unreasonably withhold or delay your consent
in these cases. Getty Images will pay you royalties on any settlements it receives from Claims in
accordance with Section 5.1.
2.2
Restricted Uses. Getty Images may allow you to specify, at the time of submission,
certain use restrictions for Content which we will notify clients of for such Accepted Content.
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2.3
Use of Accepted Content by Contributor. You may use Accepted Content and any
Similars on a non-exclusive basis (except where stated in (iii), below, to be on an exclusive basis) for the
following purposes, provided always that such purposes do not compete with or limit the rights you have
granted to Getty Images under the Agreement:
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(i)
Promoting or documenting your work, services or products, including on an Online
System owned and operated by you. You may include a link on such a system to the Getty Images
website to indicate that Accepted Images are available for licensing through Getty Images;
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(ii)
books and related promotional material that promote you or your work, provided that if
you would like to use an Accepted Still Image on the cover of a book promoting your work, you must first
obtain Getty Images’ prior written consent, which will not be unreasonably withheld, to ensure that the use
does not conflict with any license previously granted by Getty Images;
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(iii)
for Still Images, fine art limited edition, signed and/or numbered physical prints and
promotional items related to such prints. This right to produce fine art limited edition physical prints will be
exclusive to you and Getty Images may not produce and market such prints without your prior written
consent;
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(iv)
for Footage, (a) placing edited programs with any third party for sale or license as an
Entire Production for distribution and (b) productions produced by, in conjunction with or on behalf of
Contributor, for purposes of promoting Contributor’s services, for a documentary focusing on Contributor;
(iv)
similar self-promotional productions.
2.4
Copyright to Accepted Content. You will retain all right, title and interest, including
copyright, in all Accepted Content and all of its parts at all times, except to the extent that these rights
have been granted to Getty Images under this Agreement for the purpose of distributing, marketing and
licensing your Accepted Content. You also retain copyright in Accepted Content that is the basis of
Derivative Works created by others, for example by Clients who necessarily create Derivative Works as a
result of incorporating your Accepted Content into their end product.
Though you will retain the copyright in individual items of Accepted Content at all times, Getty
Images will own all right, title and interest, including all copyrights, in compilations and other intellectual
property rights that arise apart from the copyright in your Accepted Content, to: (i) Disk Products, (ii)
Multimedia Products, (iii) pre-packaged content collections or other products and services created by or
for Getty Images that contain multiple items of Accepted Content and/or other content licensed by or for
Getty Images, and (iv) all works created by the exercise of the rights granted to Getty Images under
Section 2.1. Getty Images is obligated to pay royalties due to you for Accepted Content distributed in such
compilations in accordance with the terms of this Agreement.
Contributor may, in its sole discretion, register the copyright in any Accepted Content. Getty
Images may, but is not obligated to, register the copyright of any Accepted Content on behalf of the
Contributor with the relevant copyright authorities.
© 2007 Getty Images, Inc. Getty Images Stills and Footage Contributor Agreement v1.2
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2.5
Waiver of Moral Rights. To the extent allowed by law and during the time period
necessary to permit Getty Images, Distributors and any Client to exercise the rights granted in this
Agreement, you waive (or have procured a valid and enforceable waiver of) the following moral rights
relating to Accepted Content: (i) the right to be identified as the author of any Accepted Content, (ii) the
right to object to the modification of any Accepted Content (other than Content that you have designated
as “intended for Editorial Use” in accordance with Section 3.1), and (iii) except for Accepted Content that
may be withdrawn under Section 6.3(i), the right to withdraw any Accepted Content from the market.
3.1
Submission and Acceptance of Content.
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Content Submission and Acceptance
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Section 3.
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2.6
Credit Line/By-line. You authorize Getty Images and Distributors to use your credit line
and subject to your consent, your biographical information in connection with the promotion, marketing or
advertising of your Accepted Content by Getty Images or Distributors. Getty Images and Distributors will
use reasonable efforts to identify you as the creator of the Accepted Content. Getty Images will advise but
not obligate Clients to credit you when in its judgment, doing so is appropriate and feasible (for instance,
for Editorial Uses). Any such credit may include reference to Getty Images and/or a Distributor as licensor
of the Accepted Content, but neither Getty Images nor Distributor shall encourage Clients to use such a
credit to the exclusion of a credit to you.
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(i)
Submission Requirements. You agree to comply with the Submission Requirements in
effect at the time you submit Content. Getty Images may amend the Submission Requirements from time
to time after providing notice to you.
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(ii)
Acceptance of Content. For all Content submitted to Rights-Managed Creative and
royalty-free Collections, Getty Images will provide you with a receipt acknowledging the delivery of each
submission. Getty Images will use commercially reasonable efforts to accept or reject Content within thirty
(30) days of submission when considering submissions for creative Collections or within seventy-two (72)
hours of submission when considering submissions for Rights-Managed Editorial. Getty Images may
reject any submitted Content in its discretion.
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(iii)
Content Submitted to Rights-Managed Editorial. Unless otherwise indicated at the time of
signing, Getty Images may license Accepted Content that you submit to Rights-Managed Editorial, for
commercial or non-Editorial Uses. However, you will not be liable, in those instances, for Claims that arise
solely from the absence of a valid release or any necessary permissions that may be required for such a
commercial or non-Editorial Use.
(iv)
Non-Released Content Intended for Rights-Managed Creative Licensing Model. From
time to time, Contributor may submit Content intended for Editorial Use through the Rights-Managed
Creative licensing model. The Submission Requirements specify the requirements that must be followed
when making these kinds of submissions.
3.2
Exclusivity. Once Content has been submitted to Getty Images, you may not license that
Image or any Similars, to any Client, any other agent, representative, or selling medium while the
Agreement remains in force, unless Getty Images has notified you that the Image has been rejected in
accordance with the timelines specified in Section 3.1(ii). In addition, you may not license directly to a
Client or to any other agent, representative, or selling medium any Image or Similars that you have taken
(a) on assignment for or as a representative of Getty Images; (b) acting on information, direction or access
provided through Getty Images; or (c) where Getty Images is funding any of the costs incurred in
connection with the capturing those Images unless Getty Images has notified you that the Image has been
rejected in accordance with the timelines specified in Section 3.1(ii).
3.3
Submission Period. You may submit Content at any time until Getty Images notifies you
that it will no longer accept submissions from you. If Getty Images ceases to accept Content from you, you
may terminate the Agreement by providing written notice of termination to Getty Images within sixty (60)
calendar days following receipt of notice from Getty Images that it will no longer accept Content from you.
If you elect to terminate the Agreement, the Agreement will terminate sixty (60) calendar days following
the date of the termination notice that you send to Getty Images.
© 2007 Getty Images, Inc. Getty Images Stills and Footage Contributor Agreement v1.2
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Section 4.
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3.4
Risk of Loss of Accepted Content. The nature of the business of Contributor and Getty
Images creates a risk of loss (temporary or permanent), damage, deterioration or destruction of Content.
Contributor will bear the risk of loss with respect to all Content and the medium or device on which the
Content is stored. Neither Getty Images nor Distributors will carry insurance covering Content for any such
loss, damage or any other risk. Contributor hereby releases, absolves and holds harmless Getty Images,
each Distributor and their respective officers, directors, employees, representatives, agents and assigns
(the “Released Parties”) from and against any and all Costs arising from or related to any failure to return
or for any delay in returning Content. Neither Getty Images nor any Distributor will be liable for failing to
return or for any delay in returning, for whatever reason or cause (excluding gross negligence and willful
misconduct), any Content that is submitted, accepted and/or licensed to Getty Images under the
Agreement, or for failing to provide to Contributor a digital copy of Content.
Sales and Marketing of Accepted Content
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4.1
Initial Licensing Model for Accepted Content. At the time you submit Content, you will
specify the license model(s) through which the Content may be licensed, in accordance with our
Submission Requirements. If that Content is accepted for licensing, Getty Images may place in and
market the Accepted Content through the specified license model in a Collection determined by Getty
Images (with the exception of Placement Fee Collections (as defined in Section 4.3), where the Accepted
Content will remain in the Collection specified at the time of submission, subject to Section 4.2).
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4.2
Movement of Content Between License Models and Collections. Getty Images strives to
maximize the sales potential of your Accepted Content over time. Subject to Section 4.1, following
acceptance of Content, Getty Images may subsequently move and market Accepted Content through any
other of its license models, and/or Collections, except: (i) Accepted Content that is subject to any opt-outs
you make on the Signature Page of this Agreement or in the online contracting process which limits the
movement of Accepted Content between license models; (ii) Accepted Content in the “Photographer’s
Choice” Collections, which may only move between other “Photographer’s Choice” Collections and (iii)
Accepted Content accepted into non-Placement Fee Collections may not be subsequently moved into
Placement Fee Collections. For all Accepted Content moved to a new license model or Collection, the
royalty rate applicable to the new license model or Collection will be used to determine the royalties
payable to you. Getty Images will notify you of the move, including Accepted Content reference
number(s), within 30 days after any move has been completed.
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4.3
Placement Fee Collections. Getty Images may offer you the opportunity to submit Content
to Placement Fee Collections. If you choose to submit Content to these Collections and it meets our
Submission Requirements, you will be required to pay the placement fee specified at the time of
submission. In return, Getty Images will market the Accepted Content for a minimum of two (2) years from
the time that it is uploaded to the Getty Images’ website unless it has legal or technical problems.
4.4
Promotional Use of Accepted Content. Getty Images and Distributors may use the
Accepted Content in connection with any promotion, marketing or advertising of the Contributor, Getty
Images, or any of the Distributors. Accepted Content used for marketing purposes may be used in
composites that include Content supplied by a Third Party. No royalties will be paid on these promotional
uses of Accepted Content. However, if Getty Images uses Accepted Content in an annual report to its
shareholders, Getty Images will pay a license fee comparable to the amount that a Client would pay for a
similar usage.
4.5
No Use in End User Products Without Prior Consent. Without your prior consent,
Getty Images will not use the Accepted Content in the form of direct to consumer end user products or
end user services to merchandise a product or a service of any form in any media, including books or
electronic books (as opposed to licensing Clients for such uses or using the Accepted Content for sales,
marketing or promotional campaigns).
© 2007 Getty Images, Inc. Getty Images Stills and Footage Contributor Agreement v1.2
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Section 5.
Royalties, Payment, Audit and Personal Information
5.1
Royalties The following royalty rates will apply to Accepted Content distributed by Getty
Images or any Distributor (the “Royalty”). Royalty rates are applied based on the type of Accepted
Content, license model and/or Collection through which Accepted Content is actually licensed as follows:
(i)
Royalties – Still Images:
Still Images: RightsManaged Editorial
• forty percent (40%) of the Net
License Receipts, where the Client is
located in the Home Territory.
• fifty percent (50%)
of the Net License
Receipts, where the
Client is located in
the Home Territory.
Footage:
Royalty-Free
• For all licences, twenty five percent (25%) of Net
License Receipts.
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• thirty percent (30%) of the Net License Receipts,
regardless of where the Client is located.
• For licenses of Disk Products and
Online Products licensed through an
agent or distributor, twenty percent
(20%) of Net License Receipts.
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(ii)
Royalties – Footage:
Footage: Rights Managed Creative
(includes Rights-Ready)
• For licenses of Disk Products and
Online Products directly by Getty
Images to a Client, ten percent (10%)
of Net License Receipts.
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• thirty percent (30%)
of the Net License
Receipts, where the
Client is not located
in the Home
Territory.
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• For Placement Fee Collections other
than Photographer’s Choice, thirty
percent (30%) of the Net License
Receipts, regardless of where the
Client is located.
• For single Still Image licenses, twenty
percent (20%) of Net License
Receipts.
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• thirty percent (30%) of the Net
License Receipts, where the Client is
not located in the Home Territory.
Still Images:
Royalty-Free
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Still Images: Rights-Managed
Creative (includes Rights-Ready)
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The preceding rates will also apply to any proceeds received from Claims involving Accepted Content. For
purposes of calculating royalties payable on Accepted Content licensed through Rights-Managed Editorial
or Rights Managed Creative, a Client’s location is determined based on the billing address of the Client.
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“Net License Receipts” means: (a) with respect to all licenses for Accepted Content other than royalty-free
Content, the amounts charged by Getty Images or a Distributor to each of their Clients for licenses of
Accepted Content; and (b) with respect to licenses for royalty-free Accepted Content, the amount charged
by Getty Images to each of its Clients or Distributors, minus (in respect of both (a) and (b), above) any
applicable Taxes (excluding any Taxes on the net profits of Getty Images or any Distributor and any
withholding taxes imposed on remittances to Getty Images from countries outside of the United States),
levies and duties, shipping and insurance charges and Client credits arising out of or resulting from any
license of the same Accepted Content. In addition, for Multimedia Products, the amounts used to calculate
Net License Receipts will be subject to a 50% deduction to cover internal and external production costs
and expenses. In the case of any products or services containing Content from a different contributor in
addition to Contributor’s Accepted Content (such as Disk Products or Online Products or Multimedia
Products), the Net License Receipts will be determined: (x) according to the ratio of the number of
individual items of Accepted Content in a product or service to the total number of individual items of
Content in such products or services; or, in Getty Images’ discretion, (y) based on the relative retail value
of the Accepted Content in a product or service compared to all other Content used in the products or
service.
(iii)
Getty Images may only deduct the following amounts from the Royalties payable to you
(collectively, “Deductions”): (a) any amounts that have been paid to you as an advance on earnings or
royalties under any agreement with Getty Images; (b) deductions for outstanding catalog charges
assessed in accordance with any of your previous agreements with Getty Images; (c) deductions from the
cancellation of a license where we have reported the original sale to you in the current or previous Royalty
Report; (d) any overpayment of Royalties in a prior royalty period; and (e) any amounts that may be
deducted or withheld in accordance with Section 6.3(i).
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5.2
Royalty Reports. Within 20 days after the end of each calendar month (the “Payment
Month”), Getty Images will make available to you a sales statement (the “Sales Report”) for transactions
occurring during the Payment Month. The Sales Report will state the Royalties due to you, any
Deductions and will also include the following information for Accepted Content licensed through RightsManaged Creative or Rights-Managed Editorial: (i) the invoice number or transaction identifier and date;
and (ii) where appropriate, the rights granted by a license.
5.3
Royalty Payments. Getty Images will make royalty payments monthly, with payments to
be made within 60 days after the end of each Payment Month. Payments will be made by check or
electronic funds transfer, unless otherwise agreed. No payment will be issued unless a minimum payment
of Fifty United States Dollars (US$50.00), after deductions, is due to Contributor.
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5.4
Deductions. Getty Images will notify you of any Deductions in a Sales Report before
deducting any amounts from payments to you. Other than Royalties for Content that is improperly credited
to you, if Getty Images has not notified you of any deduction within one (1) year after it has been incurred,
Getty Images waives the right to recoup that cost or charge. Getty Images may continue to recover a cost
or charge that it has previously notified to Contributor, but has not fully recovered within one (1) year after
notification. Except for any deductions made under Section 6.3(i) which will not be subject to the following
cap, the amount deducted from any payment to you in any month will not exceed fifty percent (50%) of the
amount due to you in that month. Any amounts in excess of this fifty percent (50%) limitation will be
carried forward and deducted from amounts payable to you in succeeding months.
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5.5
Taxes. Getty Images may withhold or deduct any tax, VAT, duty, levy or impost of any
nature (“Taxes”) from any current or future sums due to Contributor if it is required to do so by any law,
regulation, or treaty, excluding any taxes on the net profits of Getty Images or any Distributor. Upon
request, Contributor agrees to promptly provide all necessary assistance to Getty Images to allow Getty
Images to determine and establish Contributor’s tax status. Contributor expressly agrees that he/she shall
promptly provide Getty Images with documentary evidence regarding Contributor’s identity, entity status,
nationality, residence or tax status as may be needed, in Getty Images’ judgment, to determine, reduce or
eliminate any applicable withholding or other tax, VAT, duty, levy or impost of any nature. If Getty Images
deducts or withholds any amounts under this provision, Getty Images shall, on an annual basis, send any
form required by law to be sent by Getty Images to Contributor detailing the amounts so deducted or
withheld for the applicable tax year.
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5.6
Claims. For all royalties paid on Claims, if there is more than one item of Accepted
Content that is subject to the Claim, the net proceeds will be split pro-rata among all the Accepted Content
subject to the Claim. Getty Images may subtract all attorneys' fees, external costs and all other expenses
incurred by Getty Images or any Distributor in connection with the prosecution of the Claim before
calculating royalties due to Contributor on the Claim.
5.7
Audit Rights. If you have concerns regarding payments or deductions that Getty Images
makes (or fails to make) to you, you may send a written inquiry to Getty Images addressed to the attention
of the Manager of Photographer & Filmmaker Relations, with a copy to Legal Counsel at the address
given in 9.7, with a request for information necessary to determine the amount of the payment or
deduction. Getty Images will use commercially reasonable efforts to respond to your inquiry within sixty
(60) days and will cooperate with you to resolve your concerns amicably and in a timely manner. If you
dispute any payments or deductions made to you, you may employ a certified, chartered or licensed
accountant or licensed financial advisor to audit the financial documents reasonably related to the
payments made to you during the previous thirty-six (36) months. Getty Images will honor one audit
request per calendar year, upon sixty (60) days’ prior written notice. Contributor will be responsible for
paying the costs of any audit, unless the audit reveals that Getty Images has underpaid Contributor by
more than seven and one-half percent (7.5%) of the gross monies due to Contributor. In those instances,
Getty Images will reimburse Contributor for the actual and reasonable auditor’s fees. If an underpayment
is discovered in an audit, Getty Images will pay Contributor interest based on the average one month
LIBOR rate as 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 Deductions) within thirty (30)
© 2007 Getty Images, Inc. Getty Images Stills and Footage Contributor Agreement v1.2
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days after the amount due is finally determined. In the event that an audit reveals any overpayment to
Contributor, Contributor agrees that Getty Images may deduct the amount overpayment from Contributor’s
earnings.
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Representations and Warranties; Indemnification; Limitation of Liability
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Section 6.
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5.8
Personal Data Transfer. You understand and agree that information that you may provide
to Getty Images or that Getty Images may acquire during the term of this Agreement (or, in the case of
models, to service this Agreement) may be retained indefinitely, and may be stored, accessed and used in
jurisdictions whose privacy laws may be different and less protective than those of your home jurisdiction.
Getty Images may use this information for a variety of purposes, including contacting you, servicing your
contract, and assuring credit and collections. Getty Images may disclose this information to necessary
service providers, such as payment processors, data storage providers and similar entities to provide the
services they contract for. These third parties have no right to use your information for secondary
purposes. These companies do not retain, share, store or use personally identifiable information for any
other purposes; they are prohibited from using your personally identifiable information for any other
purpose. Information about you, including personal information, may 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 personal information would be transferred as one of the business assets of the
company. Getty Images reserves the right to disclose your personal information if required to do so by
law, or in the good-faith belief that such action is reasonably necessary to comply with legal process,
respond to claims or protect the rights, property or safety of our company, employees, customers or the
public. Without your prior permission, Getty Images will not use your personal information in a manner not
described above.
6.2
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6.1
Mutual Representations and Warranties. Each party warrants and represents to the other
party that it has full corporate power, authority, and resources to enter into this Agreement and carry out
its obligations hereunder.
Representations and Warranties. You represent and warrant to Getty Images that:
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(i)
Rights in Content. All Content that you have submitted is your original work or is the
original work of a Third Party that you are authorized to represent and you have sufficient rights, title and
interest in all Content necessary to grant Getty Images the rights set forth in the Agreement, including, any
necessary approval, consent, authorization, clearance, release or license of any Third Party (collectively,
“Authorizations”). There are no other restrictions, interests, limitations, assignments or licenses applicable
to the Content or any Similars that could affect or interfere with the rights you have granted to Getty
Images.
(ii)
Valid Releases. The model, the model’s legal guardian (where the model is a minor) and
the owner of property depicted has fully executed and delivered to you a model and/or property release
(including real property and intangible intellectual property) substantially similar to the form of release in
existence on the Contributor Website at the time the release is executed where necessary and
appropriate in accordance with the Submission Requirements for all Content submitted to Getty Images
and you have provided true copies of each release(s) to Getty Images. If the form of release you have
submitted is not substantially similar to the Getty Images’ form, they must meet all of Getty Images’
standards for releases set forth in the Submission Requirements and with respect to such releases you
represent and warrant that the release you have submitted is valid and enforceable under applicable law.
(iii)
No Infringement. To the best of your knowledge after due investigation, the Content, prior
to modification or re-captioning by Getty Images, does not infringe upon any copyright, database rights,
moral rights, trademark, design patent, patent, trade dress, trade name, service mark or any other
intellectual property rights, publicity rights or privacy rights of, or defame, or infringe any other rights of any
Third Party, and no claim of any of the foregoing has been made.
(iv)
No Viruses. You have taken all reasonable precautions, such as using high-quality
commercially available virus protection programs, to ensure that the Content does not contain viruses,
Trojan Horses, worms, time-bombs, or other similar harmful or deleterious programming routines.
© 2007 Getty Images, Inc. Getty Images Stills and Footage Contributor Agreement v1.2
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(v)
Accuracy of Caption Information. The caption information you have provided is accurate
and complete and the proper copyright notice is included with each submission, in accordance with the
Submission Requirements. The representations and warranties you have made above will apply to
content that you submit on or after the Commencement Date. The representations and warranties you
previously made in connection with Content submitted prior to the Commencement Date will not be
affected by this Agreement.
6.3
Indemnification
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(i)
Indemnification by Contributor. You agree to promptly defend, indemnify and hold
harmless Getty Images, Distributors, Clients and Clients’ end users and their Released Parties (defined
below) from all Costs arising from, relating to, or in connection with, an actual or alleged breach by you of
any representation, warranty or covenant made by you in the Agreement. You agree that Getty Images
may retain any amounts due to you under the Agreement or any other agreement you may have with
Getty Images to the extent Getty Images is owed any sum under this Section 6.3(i). The “Released
Parties” means an entity’s officers, directors, employees, representatives, agents, and assignees. You will
not be liable for Costs arising from (a) modification by Getty Images of information supplied by you in
accordance with the Submission Requirements in effect at the time of submission, (b) use of any
Accepted Content in a manner not permitted by the terms of the Agreement, or any other applicable
agreement; (c) any Claims relating to composites created by Getty Images for marketing purposes where
the dispute or claim arises solely out of the composite and not the underlying Accepted Content; (d)
claims that arise solely from the absence of a valid release for Accepted Content that: (1) you mark “No
Release” or "No Release Required" in accordance with the Submission Requirements in effect at the time
of submission; or (2) where the release you submitted complied with the Submission Requirements in
effect at the time of submission, but where a subsequent change in the law has rendered the release
invalid or inadequate to defend against the claim giving rise to liability. If you are subject to an
indemnification claim by Getty Images, you may request Getty Images to discontinue licensing Accepted
Content that is the subject of the claim, if it is likely that you will be subject to additional such demands if
the Accepted Content is not withdrawn.
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(ii)
Indemnification by Getty Images. Getty Images agrees to promptly defend, indemnify and
hold harmless you and your Released Parties from all Costs arising from, relating to, or in connection with,
an actual or alleged breach by Getty Images, of any representation, warranty or covenant made by Getty
Images in the Agreement.
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(iii)
Coordination. The Party being indemnified (“Indemnified Party”) agrees to provide the
party providing indemnification (“Indemnifying Party”) prompt written notice of any claim that is subject to
indemnification. The failure to promptly notify an Indemnifying Party will not affect Indemnifying Party's
obligations, except to the extent that such delay prejudices the ability of Indemnifying Party to defend a
claim. Indemnifying Party will have the right to defend against any claim with counsel of its own choosing
and to settle the claim as it deems appropriate, provided that it will not enter into any settlement that
adversely affects Indemnified Party's rights without Indemnified Party's prior written consent. Indemnified
Party agrees to provide reasonable cooperation with Indemnifying Party in the defense and settlement of
any such claim, at Indemnifying Party's expense.
6.4
Limitation of Liability.
Except for breaches of confidentiality obligations, neither
Party shall be liable to the other for any indirect, incidental, consequential, punitive, or special
damages arising from or related to conduct or performance under the Agreement, even if a Party
has been advised of the possibility of such damages. If, despite this limitation, liability is imposed
on Getty Images, or any Distributor for any reason (including the claimed invalidity of the
exclusion of liability or proof of gross negligence or willful misconduct), in no event shall Getty
Images’ or any Distributor’s (including any of their officers, directors, employees, representatives
and agents) and/or any of their Distributors’ and assignees’ liability for any loss or damage for
failure to return Content exceed One Hundred United States Dollars (US$100.00) per item of
Content or Ten Thousand United States Dollars (US$10,000.00) in the aggregate for all Content
submitted by Contributor, regardless of the number of claims.
© 2007 Getty Images, Inc. Getty Images Stills and Footage Contributor Agreement v1.2
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Section 7.
Confidentiality. 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.
Termination; Effect Upon Termination
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Section 8.
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8.1
Term. The term of this Agreement (“Term”) shall run for a period of two (2) years following
the commencement date for Still Images and four (4) years following the commencement date for
Footage, (the commencement date shall be the first day of the month in which you enter into this
Agreement, as set forth on the signature page to the Agreement). The Term shall automatically renew for
successive one-year periods, unless either Party provides written notice of its intent not to renew the Term
at least sixty (60) days prior to the expiration of the then-current Term.
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8.2
Termination for Cause. If one Party commits a material breach of the Agreement and, if
the breach is capable of remedy, fails to remedy the breach within sixty (60) days of receiving written
notice of the breach, the other Party may immediately terminate the Agreement at any time by giving
written notice of termination to the breaching Party.
Survival of Licensing Rights.
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8.3
Termination for Insolvency. If Getty Images (a) is liquidated or dissolved; (b) makes any
arrangement or composition with its creditors generally; or (c) has a secured party of Getty Images take
possession or control of all or substantially all of the Accepted Content, and the taking of possession or
control is not terminated within ninety (90) days, then Contributor will have the right, on thirty (30) days
written notice to Getty Images, to terminate the Agreement. Subject to applicable bankruptcy law, Getty
Images will return Contributor’s original Content in Getty Images’ possession or control to Contributor in
accordance with this Section 8. Contributor may not terminate the Agreement as described above where
Getty Images seeks protection from creditors pending reorganization, under Chapter 11 of the U.S.
Bankruptcy Code or any similar or equivalent provision of law.
(i)
Survival of Unexpired licenses. Within thirty (30) days after the expiration or termination
the Agreement, Getty Images will provide Contributor with a list of Accepted Content that is subject to an
unexpired license, including the rights granted with regard to the Accepted Content listed. For all Rightsmanaged Creative and Rights-Managed Editorial Accepted Content, Contributor shall not license any
such Accepted Content or any Similars listed on the reports in a way that conflicts with any license
identified on the report or with a renewal license granted by Getty Images.
(ii)
Survival of Granted Licenses, Renewals. If Getty Images or a Distributor has granted a
license that extends past the termination date or expiry of the Agreement, Getty Images and Distributors
will have the right to renew the license on substantially the same terms provided that the renewal license
is issued within six (6) years following the termination date or expiry of the Agreement. If Contributor has
issued a license after the termination date and has notified Getty Images in writing of the details of any
such license, Getty Images shall ensure that the terms of any renewal license issued by Getty Images or
Distributors do not conflict with the license granted by the Contributor.
(iii)
Survival of Licensing Rights for Content Created Under an Advance on Royalties.
If Contributor has received an advance on Royalties for any Content that has not been fully recouped by
Getty Images at the time of termination or expiration of the Agreement, Getty Images will have the right to
continue licensing any or all of the Accepted Content until the advance has been fully recouped.
© 2007 Getty Images, Inc. Getty Images Stills and Footage Contributor Agreement v1.2
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8.5
Return or Destruction of Accepted Content Upon Termination
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(i)
Still Images. Where Getty Images has accepted Still Images in analog format, Getty
Images will strive to return to Contributor (at his/her last address notified to Getty Images) any original of a
duplicate (i.e. a dupe master) within ninety (90) days after all of Getty Images’ rights to grant a license (or
renewal license) have expired. For all other analog Still Images, Getty Images will return the Still Image
within three (3) years following such date. To the extent that any analog original accepted Still Image has
been lost or misplaced, is irretrievable, or otherwise damaged (normal wear excepted), Getty Images will
use commercially reasonable efforts to provide Contributor with a digital copy of Still Images in analog
format, if available, of any such original accepted Still Image. After the expiration of Getty Images’ rights to
offer or renew a license, Getty Images will promptly destroy all analog duplicates and digital files of
Accepted Images, composites created by Getty Images using only Accepted Images (including all copies,
but excluding, for the avoidance of doubt, marketing materials and copies made as a result of routine
system back-ups) within the control of Getty Images, and will certify to Contributor upon request that it has
done so.
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(ii)
Footage. Upon the termination or expiration of this Agreement, any elements of all
Content submitted to Getty Images and not previously returned to Contributor shall be returned upon
Contributor's written request. Getty Images will use reasonable efforts to return such Content to
Contributor within a reasonable period of time (no longer than one (1) year after termination of this
Agreement). Return of Contributor’s Content during this time will occur on a periodic basis as it is retrieved
and assembled by Getty Images.
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8.6
Continuing Obligations. Regardless of the expiration or termination of this Agreement,
Getty Images will continue, to account for and pay any amounts due to you for all licenses granted
pursuant to this Agreement.
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8.7
Retention of Records. You agree to maintain accurate records such as model releases,
contracts and shoot details regarding each Accepted Content for so long as a license or a renewal license
for the Accepted Content is outstanding, including information related to your representations, warranties
and covenants contained in the Agreement.
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8.8
Surviving Provisions. The expiration or termination of this Agreement will not affect the
accrued rights and obligations of the Parties existing at the date of expiration or termination. Sections 1,
2.4, 2.5, 2.6, 3.4, and 5 through 9, will survive any expiration or termination of the Agreement. Additionally,
any matter arising under the Agreement that by its nature is required to be performed or apply after the
term of the Agreement shall survive the termination or expiration of the Agreement.
Section 9.
Miscellaneous
9.1
Entire Agreement; Waiver. The Agreement supersedes and cancels any previous
agreements related to the distribution of Accepted Content other than (i) agreements where Getty Images
has provided Contributor with funds to create content through an advance, assignment or other
agreement that governs specifically identified content generated for Getty Images; (ii) agreements
between the Contributor and Digital Vision and (ii) agreements which govern Iconica Images. This
Agreement constitutes the entire agreement among the Parties and relating to its subject matter and may
not be amended, modified or terminated except by an instrument in writing signed by an authorized
representative of each Party. Any terms or conditions typed or handwritten on the face of this Agreement
by Contributor shall have no force or effect. If a party waives any provision of this Agreement in any
instance, 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.
9.2
Assignment. Contributor shall not assign its rights and obligations, or delegate its duties,
under the Agreement without the prior written consent of Getty Images, which consent will not be
unreasonably withheld. However, Contributor may assign the Agreement, after prior written notice to Getty
Images, to a corporation or to a trust controlled by Contributor or for the sole benefit of Contributor or
Contributor's immediate family without obtaining prior written consent from Getty Images provided that
Contributor also assigns or licenses such corporation or trust such rights and powers as are necessary to
© 2007 Getty Images, Inc. Getty Images Stills and Footage Contributor Agreement v1.2
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allow the corporation or trust to perform fully Contributor’s rights and discharge his or her obligations
under the Agreement and to allow Getty Images to exercise fully its rights and discharge its obligations
under the Agreement. Any such assignment shall be null, void and of no effect if (a) the assignment is not
done in accordance with this Section 9.2, or (b) at any time such assignee corporation or trust ceases to
be controlled by Contributor or for the sole benefit of Contributor or Contributor's immediate family. Getty
Images 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 Getty Images as part of a merger,
reorganization or sale of assets by Getty Images. Getty Images may also assign this Agreement to a
buyer of all or substantially all of its assets.
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9.3
N ature of Relationship. The Contributor agrees that he/she is an independent contractor.
The Parties expressly acknowledge and agree that their relationship is not one of partnership,
employment, joint venture, principal-agent or any other legal identity, and that the Getty Images has no
obligation to find or offer employment to Contributor.
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9.4
Compliance with Applicable Laws. In performing this Agreement, each party will comply
with all applicable laws, regulations and other requirements, now or hereafter in effect, of governmental
authorities having jurisdiction. Neither party will take any actions that may cause the other party to be in
violation of any law.
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9.5
Governing Law and Arbitration. The Agreement will be construed and enforced in
accordance with the laws of the State of New York, excluding its laws relating to conflict of laws. Any
dispute arising out of or in connection with the Agreement shall be finally settled 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 or Frankfurt,
Germany. Contributor may select the applicable rules and the venue. The award rendered by the arbitration
panel shall not be subject to any appeal in any court. The substantially prevailing Party will be entitled to
recover its reasonable external attorneys' fees, all associated expenses, and accounting costs. If both
Parties prevail on particular claims, or defenses of a claim, then each Party will be entitled to the attorney
fees for those claims it successfully asserts or defends, and the awards will be offset.
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9.6
Further Assurances. Each Party will, and will use its reasonable efforts to cause any Third
Parties 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. The undersigned each warrants and
represents that he or she is duly authorized to execute the Agreement on behalf of the Party for which he
or she has signed.
9.7
Notices. The Parties shall provide all notices and other communications under this
Agreement in writing. Notice will be effective: on receipt. Notices to Contributor should be sent to
Contributor at the address set forth on the signature page and notices to Getty Images should be sent to:
Legal Counsel, Getty Images (US), Inc., 601 North 34th Street, Seattle, WA 98103 U.S.A., Fax: 1-206-9255623, email: [email protected]. Either Party may designate an alternative address for notices
at any time in writing by notice to the other pursuant to this Section 9.7.
9.8
Contract Execution; Fax Signatures. This Agreement may be executed in writing and/or
electronically, in accordance with any of Getty Images’ online contract procedures. Contributor’s signature
may be submitted electronically or by facsimile transmission to Getty Images and Contributor agrees to be
bound by its own facsimile or electronically submitted signature.
© 2007 Getty Images, Inc. Getty Images Stills and Footage Contributor Agreement v1.2
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SIGNATURE PAGE TO GETTY IMAGES CONTRIBUTOR AGREEMENT
Commencement Date: [Commencement Date]
Contracting Parties:
Getty Images (US), Inc., a New York corporation with offices
located at 75 Varick Street, New York, NY 10013, U.S.A.
(“Getty Images” or “we”)
and
[Contributor Name/Payee Name], located at [Contributor
Address] (“Contributor” or “you”)
[Home Territory]
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Home Territory for Rights-Managed
Creative and Rights-Managed
Editorial Content:
Initial here to prevent movement of Accepted Content into
royalty-free Collections.
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Initial here to prevent movement of Accepted Content into
royalty-free Collections unless that Accepted Content has not
sold for 12 months.
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Royalty Free:
(select only one election)
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Subject to Clause 4.2 you may limit movement of your Accepted Content between license
models by selecting one of the options below:
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Contributor agrees to be bound by the terms and conditions set forth in this Getty Images Stills and
Footage Contributor Agreement v1.2 and has caused this Agreement to be executed as of the
Commencement Date.
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Name of Authorized Representative
Title or capacity signing in, if applicable
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