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Distribution and Licensing Agreement
This Agreement made on the Effective Date defined BETWEEN INMAGINE Limited, a corporation registered in Hong Kong, SAR with its principal office located at Unit 1010, 10/F, Miramar Tower, 132 Nathan Road, Tsim Sha Tsui, Hong Kong (hereinafter called “Inmagine”) of the one part AND each and every party whose particulars are as stated in the Registration Forms annexed hereto (hereinafter called “the Contributor”) of the other part.

WHEREAS :
  1. Inmagine acts as an agent in the distribution and licensing of Images submitted by the Contributor to third parties upon and subject to the terms and conditions herein contained.
  2. The Contributor can enter into a legally binding contract with Inmagine upon the terms and conditions set out herein contained by executing this Agreement as provided in Section 22 herein.
  3. This Agreement shall apply to all Images submitted by the Contributor as soon as the registration process is completed by the Contributor, or by Inmagine on behalf of the Contributor with consent from the Contributor, and the Contributor has unconditionally accepted the terms and conditions of this Agreement by execution of this Agreement as provided herein subject to Inmagine’s review of the five (5) Images submitted by the Contributor and the acceptance of the Contributor's application at the time of execution of this Agreement.
  4. The Registration Form shall form an integral part of this Agreement.
  1. DEFINITIONS
    Wherever used in this Agreement unless the context shall otherwise require, the following expressions shall have the following meanings:-

    1.1.Accepted Image(s)” means any digitised photograph illustration or other Image of whatever nature submitted by Contributor to Inmagine and accepted by Inmagine for inclusion in its collection.

    1.2.Agent" means the agent whose name and address is provided online to Inmagine and recorded at Registration and who acts on behalf of the Copyright Owner.

    1.3.Commission" means the Inmagine commission on the Nett License Fee.

    1.4.Confidential Information” means information designated as confidential or proprietary by the disclosing party, or known by the receiving party to be confidential.

    1.5.Contributor” means the individual owner and copyright holder of the Accepted Images or one authorized by written Agreement with owner and copyright holder to represent the Images and enter into this Agreement.

    1.6.Contributor's Profile” means the online website pages where the Contributor's personal details are specified and stored.

    1.7.Copyright Owner" means the person who is represented as owning the copyright in any Image.

    1.8.Custom Pricing" means pricing Agreements entered into with Customers where Images are licensed for set amounts, depending upon usage or volumes of Images purchased. These license prices may vary from those of the Inmagine license calculator.

    1.9.Customer" means any third party individual, partnership, corporation or other entity who may be intermediaries or end-users and to whom a License is or is proposed to be granted by Inmagine.

    1.10.Distribution Sales Commission" means the percentage commission charged by Inmagine on the Nett License Fee as set out in the Table of Inmagine commission models, rates, fees and payment on all sales made by Distributors.

    1.11.Distributor" means any third party company appointed by Inmagine to license Contributor’s Images to end user Customers in territories to which the Contributor had given their Agreement.

    1.12.Effective Date” means the date the registration process is completed and the Contributor has accepted the terms and conditions of this Agreement by execution of this Agreement as provided herein subject to Inmagine’s review of the five (5) Images submitted by the Contributor and the acceptance of the Contributor's application at the time of execution of this Agreement.

    1.13.Gross License Fee" means the gross amount billed to the customer inclusive of any sales or transaction taxes.

    1.14.Image Database" means any digital library or catalogue of Images maintained or accessed via the Inmagine website which may be divided in any manner including, by way of example into a Royalty-Free Section and a Rights Managed Licensing Section.

    1.15.Image(s)” means all types of visual Images including but not limited to photographs, color transparencies, black and white or color prints, drawings, illustrations, paintings, film footage and frames from film footage, video and frames from video, digital Images, digital illustrations, composites, Images derived from digital 3D rendered scenes created within 3D programs and shall include keywords, descriptions, credits and captions associated therewith.

    1.16.License" means either a Royalty-Free License or a Rights Managed License.

    1.17.License Fees" means any sum or sums actually received by Inmagine from any Customer in respect of the License of an Image whether in the form of a single payment or a royalty paid over time.

    1.18.Model Release" means any written release signed by or on behalf of any living person or the estate of a deceased person or an infant whose likeness is incorporated in whole or in part in any Image.

    1.19.Nett License Fees” means the gross license fees received by Inmagine after deduction of currency conversion costs, sales tax, use tax or any other taxes or duties, bank transfer fees and Third Party Licensee commissions where applicable.

    1.20.Product” means any compilations of Images to promote the business of Inmagine and its Third Party Licensees, and/or to distribute and license Accepted Images, including but not limited to printed catalogues, advertising and promotions, CD-ROMs, DVDs, Internet websites and other online distribution systems, whether now known or which may become known in the future.

    1.21.Promotional/Marketing Material" means promotional and marketing material that shall include, but not be limited to PR pieces (for example: articles in magazines or newspapers; magazine competition/subscription offers; magazine cover mounts; front, inside and back cover Images), events (for example: inclusion of work in panels or other materials for Inmagine events and third party events with which Inmagine is involved; trade stands), direct mail (for example: inclusion of Images in printed mailing or promotional pieces, postcards), advertisements (for example: guides to stock; magazine advertisements; magazine inserts; banner advertisements; ambient media, e.g. projection onto a wall, Image on a promotional coffee cup), email newsletters and text/Image based e-promos (for example: Inmagine e-newsletters; viral newsletters and competitions ), search engine listing and promotion, multimedia (e.g. promotional CD-ROMs).

    1.22.Property Release" means any written release from the owner and/or occupier of any property whose permission is necessary or desirable for Images incorporating in whole or in part that property to be published in any jurisdiction in the world.

    1.23.Registration" means the online display on the System at the time the Contributor completes the Registration process and which will have included:
    1. the name and address details of the Contributor.
    2. the mechanism of remittance and the amount of royalties due to the Contributor exceeding which the Contributor is to be paid.
    Registration details may be modified online and new details are applicable from the time the Contributor, or anyone authorised on behalf of the Contributor, changes the details in Contributor's Profile.

    1.24.Releases" means a Model Release, Property Release or any other release of a third party's rights including without limitation any copyrights, trademarks or other intellectual property rights, which it is necessary or desirable to obtain in respect of any Image.

    1.25.Rights Managed” means the limited licensing of Images based on usage and time restrictions.

    1.26.Rights Protection" means any Rights Managed License granted to a Customer and which includes an exclusive element which may be time, territory, industry or otherwise.

    1.27.Royalty Free” means the licensing of Images for a broad category of uses for one license fee (without any time restriction).

    1.28.Stock Picture Library” means any stock picture company, stock film library, online image service, royalty free or clip art provider, or any other similar entity that is in the business of licensing, distributing, providing, selling or otherwise exploiting Images anywhere in the world.

    1.29.Submitted Image(s)” means any digitised photograph illustration or other Image of whatever nature submitted by Contributor to Inmagine but still to be assessed by Inmagine as to its inclusion in its collection.

    1.30.System" means the online System(s) operated by Inmagine and updated from time to time, including the web site at www.Inmagine.com and any other internet based System for the licensing of Images which Inmagine may operate from time to time under the Inmagine brand.

    1.31.Third Party Licensee” means any distributor or marketing entity with which Inmagine enters into a marketing and sub-licensee Agreement for the promotion and licensing of Accepted Images.

  2. SCOPE OF THIS AGREEMENT
    2.1. Under this Agreement Inmagine is authorised:
    1. to add the Images contributed by the Contributor to one or more of its Image Databases;
    2. on behalf of the Contributor to License the Images to Customers on the basis of a Royalty Free License or Rights Managed License (with or without Rights Protection) as defined by Inmagine;
    3. to deduct its Commission and fees as set out in the Inmagine Fees and Commissions Schedule;
    4. to remit the balance of License Fees in accordance with an effective method of transfer nominated by Inmagine to the Contributor specified at Registration. This may be by cheque, direct bank transfer or some other means; and
    5. to specifically authorized to employ the services of Third Party Licensees throughout the world in its licensing and marketing efforts.
    2.2. Under this contract the Contributor has the right to:
    1. control whether each Image they submit is sold under a Royalty Free or Rights Managed License (with or without Rights Protection);
    2. delete any Images after ninety (90) days notice, subject to the section entitled "Pricing and Promotion", (Section 12);
    3. supply their Images on a non-exclusive basis and may therefore sell their Images in any other way they wish; and
    4. set their own prices for their Images according to the defined structure as set by Inmagine.
    2.3. Notwithstanding the grant of rights contained in Paragraph 2, Contributor retains the right to use any Accepted Image or similar Images for personal, non-commercial purposes, such as portfolio, exhibition, single photographer publication, fine art prints, personal website and self-promotion. Contributor reserves the right to endorse products and services. In the event any Accepted Images is used in any exclusive endorsement, Contributor shall notify Inmagine of the use to avoid any image conflict.

    2.4. The contract may be varied at any time in accordance with the clause "Contracting Parties" (Section 6), subject to the Contributor’s right of termination. The contract may be terminated by Inmagine or the Contributor in accordance with the section entitled "Term and Termination" (Section 17) below.

  3. CONTRIBUTOR’S WARRANTIES
    The Contributor represents and warrants that:

    3.1. The Contributor has the full right and authority to execute this Agreement and perform its obligations according to its terms;

    3.2. The Contributor is above eighteen (18) years of age and is the sole and exclusive owner or the legal representative of the sole and exclusive owner of all Submitted Images; and has the right and authority to grant the exclusive license to use the Accepted Images to Inmagine;

    3.3. To the best of the Contributor’s knowledge, after due investigation, no Submitted Image infringes on the rights of privacy or publicity, rights of any statutory or international copyright, trademark or other intellectual property rights of any third party, defames any third party, is pornographic or obscene or violates any other third party rights;

    3.4. There are no sales restrictions of any kind on any Accepted Images except those submitted in writing by the Contributor at time of submission.

    3.5. The caption, description, title, releases, keywords, copyright and all other information provided to Inmagine is accurate and complete and in accordance with Inmagine’s then current submission guidelines. To the extent caption information supplied to clients by Inmagine on any Accepted Image differs from the information supplied to Inmagine by the Contributor, the accuracy of such information shall be Inmagine’s sole responsibility.

    3.6. A valid release, either model/and or property has been obtained where necessary and appropriate for each Submitted Image and Inmagine may use such Accepted Images without obtaining any additional consents or permissions or the payment of additional fees to third parties. The Contributor shall provide true copies of releases for each Submitted Image at the time of the delivery of the Image. The Contributor shall identify the released Images according to Inmagine’s then current submission guidelines.

    3.7. The Contributor agrees to submit additional Images to Inmagine on a regular basis throughout the term of this Agreement.

    3.8. Where the Contributor is an Agent he/she warrants that he/she has the authority of the Copyright Owner to enter into this Contributor Agreement.

    3.9. Contributor declares not to have done nor undertake any involvement which will impare Inmagine's use of the Accepted Images.

    3.10. The Contributor agrees to act in good faith at all times to give Inmagine such assistance and cooperation as Inmagine reasonably requests.

    3.11. Contributor agrees not to sell Submitted Images elsewhere at a price lower than the price package explicitly chosen for each individual Submitted image.

  4. INMAGINE’S WARRANTIES
    Inmagine represents and warrants that:
    4.1. It has the full right and authority to execute and perform its obligations under this Agreement according to its terms and conditions; and

    4.2. It shall use commercially reasonable efforts to market and license Accepted Images.

    4.3. It shall not knowingly license an Image for any pornographic, defamatory, libelous, or otherwise illegal use.

  5. APPOINTMENT OF INMAGINE
    5.1. The Contributor appoints Inmagine as its agent to grant Royalty Free Licenses or Rights Managed Licenses (with or without Rights Protection) in respect of any Image, using the System.

  6. CONTRACTING PARTIES
    6.1. The contract represented by Registration and these terms and conditions are between Inmagine and the Contributor.

    6.2. Where the Contributor is Agent for the Copyright Owner, Inmagine is deemed to be sub-agent and Inmagine’s contract is with the Agent only.

    6.3. Inmagine may vary this Agreement by altering or deleting any of its provisions or adding any new provisions by giving 45 days prior notice at any time.

    6.4. No person who is not a party to this contract (including any Copyright Owner or Sub Agent of a Contributor) may enforce any terms or conditions of it and the Contract shall not apply.

  7. RELATIONSHIP AND DUTIES
    7.1. Grant of Rights: Subject to this Agreement, Contributor grants Inmagine a non-exclusive license to distribute Contributor’s Accepted Images in the Territory and all rights to grant sublicenses to Accepted Images, and to market, reproduce, distribute, publish, transmit, broadcast, display, exhibit, adapt, crop, modify, recast or enhance, any Accepted Image, alone or in combination with any other material, in any media or embodiment, now known or later developed, for any purpose. Inmagine is specifically authorized to employ the services of Third Party Licensees throughout the world in its licensing and marketing efforts.

    7.2. Trademark and Promotion License: The Contributor grants Inmagine and its Third Party Licensees, the right to use Contributor’s name, trademarks and trade names and the right to reproduce, display, transmit, broadcast and adapt any Accepted Image to promote, advertise and market Inmagine, Contributor and its Third Party Licensees’ Products and services; and Contributor agrees that no compensation or further consent is due for the use of Accepted Images in Inmagine’s or its Third Party Licensees’ Products, promotion, advertising and marketing. Inmagine shall endeavor to credit the Contributor where practicable. This trademark license shall automatically terminate upon the termination or expiration of this Agreement.

    7.3. Licensing Terms: Inmagine shall have complete and sole discretion regarding the terms, conditions and pricing of Images licensed or sublicensed to third parties. Inmagine shall have complete and sole discretion as to delivery methods and distribution of the Images, including without limitation, single image download, multiple or Image disc.

    7.4. Right to commence Legal Action: The Contributor grants Inmagine the exclusive right, at its expense, to determine in its sole and reasonable discretion, without obligation, if, and when, any legal action shall be pursued with regards to the Accepted Images, and to defend claims and counterclaims with respect to the Accepted Images. Inmagine shall have complete discretion regarding its choice of attorney. Settlements shall not be subjected to the Contributor’s prior approval, however Inmagine shall not enter into any settlement that shall impair Contributor’s ownership or copyright in the Accepted Image(s). The Contributor agrees to cooperate with Inmagine, providing, if requested, all reasonable assistance to Inmagine. Contributor agrees to be named in and being joined in as a party to any proceeding in connection with the prosecution or defense of any legal claim. If Inmagine declines to bring a claim, the Contributor retains the right to bring an action in its own name, at its own expense. In the event of any recovery, whether settlement or otherwise, Contributor shall pay Inmagine the same percentage as it would receive under Section 10.2 after payment of all reasonable costs, expenses, expert witness fees and attorneys’ fees.

  8. SUBMISSION AND ACCEPTANCE OF IMAGES
    8.1. Submission Guidelines: The Contributor agrees to abide by the Inmagine submission guidelines as may be in effect from time to time in submitting Images to Inmagine. Inmagine may modify or change such guidelines with or without notice and such change shall apply to Images submitted by the Contributor thereafter. Upon submission and in accordance with the Submission Guidelines, the Contributor can elect to submit Images for consideration in either Rights Managed or Royalty Free Image licensing or it can elect to have Inmagine determine the appropriate placement of the submitted Images in Rights Managed, Royalty Free, or other licensing models in Company’s discretion.

    8.2. Acceptance: Inmagine may accept or reject any Images submitted to it in its sole and absolute discretion. An Image will become an Accepted Image when Inmagine notifies the Contributor that it has been accepted into its collection. Submitted Images rejected by Inmagine will be deleted from its system immediately. The Contributor acknowledges that some Images may become out of date or not marketable for one reason or another and that Inmagine may delete such Images from its collection and will notify the Contributor of such action. Inmagine reserves the right to deem any model or property release unacceptable and to remove from its collection any Accepted Image that is associated with an unacceptable release. The Contributor understands that failure to provide a release acceptable to Inmagine may prevent any image depicting individuals, trademarks and personal property from becoming an Accepted Image.

    8.3. Ownership of Images: Accepted Images shall at all times be and remain the exclusive property of the Contributor to be used by Inmagine and its Third Party Licensees solely for the purposes stipulated in this Agreement. The Accepted Images shall not be considered assets of Inmagine in the event of a voluntary or involuntary bankruptcy.

    8.4. Copyright and Crediting: The Contributor retains copyright of their Accepted Images. Inmagine shall advise its licensees and Third Party Licensees to include a credit notice as designated by the Contributor where appropriate and practical along with the Accepted Images. Such notice may include Inmagine’s name as the source of the Image. The Contributor specifically waives any moral rights with respect to the Accepted Images. Notwithstanding the foregoing, the Contributor acknowledges that credit may not be given with respect to Images licensed on a royalty free basis, and the Company name or brand may be the only credit given, if any.

  9. DISTRIBUTION
    9.1. If the Contributor agrees to their Images being sold through a Distributor by confirming through the Inmagine web site or by email then all of the Contributor’s Images will be available for license by Distributors in the territories specified.

    9.2. The Contributor agrees that Inmagine shall be at liberty to enter into a marketing and sub-licensee Agreement with any distributor or marketing entity as Third Party Licensee for the promotion and licensing of Accepted Images.

    9.3. Non-withstanding the clauses above the Contributor’s rights of termination as laid out in the Section 17 entitled "Term and Termination" remain unaffected, as do their rights in regards to removing individual Images.

  10. ROYALTY PAYMENTS
    10.1. Commission and Statements: On a monthly basis, Inmagine shall remit to Contributor:
    1. Not more than FIFTY per centum (up to 50%) of Nett License Fees received from the previous reporting period for Licensing of Accepted Images licensed on a Right Managed basis less the sum of any finance charges incurred during money transfer; and
    2. Not more than FIFTY per centum (up to 50%) of Nett License Fees received from the previous reporting period for Images licensed on a Royalty Free basis less the sum of any finance charges incurred during money transfer;
    provided; however, that such monthly remittance (in terms of accumulated and unpaid commissions to the Contributor) meets the (i) remittance thresholds set by the Contributor in the Registration and; (ii) minimum payout requirements, including without limitation, US$500 for Paypal / cheque and US$1,000 by wire transfer. Inmagine shall provide the Contributor with a royalty statement setting forth the licensing by Inmagine of the Accepted Images during that reporting period. Unless otherwise agreed upon in writing by both parties, all payments will be made in U.S. dollars. Inmagine shall effect payment to the Contributor via the method the Contributor has selected in their Contributor profile in the System.

    10.2. Legal Awards or Settlements: The Contributor shall receive not more than FIFTY per centum (up to 50%) of all amounts received by Inmagine as a result of a settlement or lawsuit relating to the Images, after payment of all reasonable costs, expenses, expert witness fees and attorneys’ fees.

    10.3. Credit for Refunds: In the event that a refund of a payment received or accrued from a third party is required, Inmagine is unconditionally authorized to deduct the Contributor’s share of this overpayment from any subsequent amount due the Contributor.

    10.4. Commissions after Termination: The Contributor acknowledges clients may use or reuse, or be billed for subsequent reuse of Accepted Images after Termination of the Agreement. Accordingly, Contributor specifically agrees that Inmagine has the non-exclusive right to license and retain its commission for such use or re-use of any Accepted Images which might take place for a period of one (1) year after this Agreement terminates. Inmagine will continue to report to the Contributor as set forth in Section 10.1.

    10.5. Inmagine may recover by debiting the Contributor’s account any monies due to Inmagine under this Agreement or otherwise.

  11. TAX
    11.1. Royalty Payments paid to the Contributor is subject to any duties, tariffs, federal, state, provincial taxes, value added taxes or other similar taxes including without limitation, sales, use, excise and similar taxes.

    11.2. The Contributor shall be responsible for all such taxes including associated interest and penalties levied by any taxing authority except taxes based on Inmagine’s nett income.

    11.3. If you are a "U.S. Person" according to the IRS and are paid Four Hundred U.S. Dollars (USD 400.00) or more by Inmagine in any given calendar year, a signed and completed IRS form W9 must be submitted to Inmagine by fax in order for Inmagine to legally continue making payments to you.

    11.4. The Contributor expressly undertakes to notify and disclose all Royalty Payments received from Inmagine to the relevant taxing authority or authorities in the prescribed forms and promptly pay all taxes of whatever nature incurred with respect to Royalty Payments.

    11.5. The Contributor shall at all times keep Inmagine indemnified against any claim or action in respect non-payment of taxes including associated interest and penalties due to taxing authority with respect to all Royalty Payments received from Inmagine.

  12. PRICING AND PROMOTION
    12.1. Inmagine offers Custom Pricing to some of its Customers and the Contributors agrees that their Images can be sold at these rates without Inmagine having to consult the Contributors.

    12.2. Inmagine offers its Customers the ability to price up all Images on its site by using a License calculator. The Contributor agrees that Inmagine can sell Images at the prices from this calculator without Inmagine having to consult the Contributors.

    12.3. Inmagine shall have the right to offer Customers promotions on Images to promote the Inmagine service without Inmagine having to consult the Contributors. For example promotions may include, but are not limited to; acquiring new Customers or stimulating buying from existing Customers by offering discounts.

    12.4. Where an Image has been used in a printed promotional piece by Inmagine then the Contributor agrees that the Image will remain available for sale on the Inmagine site for a minimum period of two (2) years from the date of publication/distribution of the promotional material, unless the Image has been sold exclusively for world rights otherwise than via the System. This clause to stand even in the event the Contributors terminates their contract.

    12.5. Inmagine shall have the right to add, amend or delete any keywords for an Image.

  13. CREDITS AND COPYRIGHT NOTICES
    13.1. Third parties who use Images with Inmagine’s permission will be instructed to credit the photographer/Inmagine or, where applicable, the agency name/Inmagine.

    13.2. Inmagine cannot guarantee a photo credit in any instance, and will not be held liable if a photo credit is not made. Nor can Inmagine guarantee if a photo credit is made that it will show the Contributor name.

    13.3. Inmagine shall have the right, including in advertising and publicity in any media, to use the name of any Contributor to advertise and promote the System and/or the Inmagine brand.

    13.4. Provided Contributors acknowledge Inmagine’s rights they may use Inmagine’s trademarks in any lawful promotion or publicity without Inmagine’s prior written consent. Pornographic, defamatory or other unlawful use including use in unsolicited electronic communications is not permitted. Inmagine shall be entitled to revoke this permission if it becomes aware of any use of its trademarks which it deems inappropriate.

    13.5. The Contributor grants to the Customer the right to alter their Images providing it is not pornographic, defamatory or otherwise unlawful and the Contributor undertakes that the person who created the Image has waived all moral rights in respect of use of the Image pursuant to this Agreement by Inmagine, its Customers or any other third parties.

  14. LOSS OF IMAGES OR FAILURE OF SYSTEM
    14.1. Due to the nature of server provision, downtime and lost transmissions may occur. In recognition of this it is agreed that Inmagine shall have no liability to the Contributor or Copyright Owner for:
    1. the loss of any Image or for any deterioration or damage to any Image on the System; or
    2. any failure of the System which causes lost License Fees.
    14.2. The Contributor shall be responsible for maintaining original and digital back-up copies of all Images submitted to Inmagine and will provide replacement digital copies to Inmagine on request at any time.

    14.3. Where the Contributor makes a submission by disc or any physical medium, Inmagine shall be under no obligation to return such disc or other property.

  15. MISCELLANEOUS
    15.1. Confidential Information: Confidential information includes but is not limited to information concerning and related to marketing plans, financial results, pricing schedules, product lines, product plans, proprietary technology, research information, practices, trade secrets, business affairs and any and all other information or data not previously known that could reasonably be considered confidential or proprietary. Each party shall take all steps reasonably necessary to hold in confidence the other party’s (or third party’s) Confidential Information and will limit the disclosure and use of any such Confidential Information to the extend that its disclosure or use is necessary to perform that party's obligations under this Agreement.

    Confidential Information does not include information that (i) is readily available to the public other than by a breach of this Agreement or (ii) is previously known or received from a third party without restriction or (iii) independently developed by the receiving party without use of the Confidential Information. Nothing in this Agreement will prevent a party from disclosing Confidential Information as required by law. The confidentiality obligation of the parties shall survive expiration or termination of this Agreement.

    15.2. Binding Effect: In the event of the death of Contributor, his or her executors, administrators, heirs, successors and assigns shall be bound by the terms of this Agreement and shall continue to receive royalty payments, which would otherwise be due to the Contributor.

    15.3. Assignment: This Agreement shall be binding upon and shall inure to the benefit of the parties’ heirs, executors, administrators, successors, and permitted assigns. Inmagine may assign its rights and obligations under this Agreement upon written notice to the Contributor. Contributor’s obligations hereunder are personal and shall not be assigned directly, indirectly or otherwise without Inmagine’s prior written consent; however, the Contributor’s right to receive payment may be assigned without Inmagine’s prior consent.

    15.4. Relationship of the Parties: Nothing in this Agreement will constitute the relationship of an employer and employee, partnership or a joint venture between Inmagine and the Contributor.

    15.5. Notices: All checks and other hardcopy material shall be sent to the Contributor by Inmagine in accordance with this Agreement by mail to the Contributor’s address as specified in the Contibutor's online registration profile. Other notices to be served in accordance with this Agreement may be served by email, fax, or by mail, at the election of Inmagine. [However, email shall be the predominant source of communication]. The email, fax and postal addresses of Inmagine are as set out in this Agreement. The email, fax and postal address of the Contributor for these purposes will be such as the Contributor may notify to Inmagine from time to time. The Contributor and Inmagine agree to notify each other promptly of any change in their email or mail address for the purpose of notification pursuant of this Agreement.

    15.6. Law Compliance: In performing their duties and obligations under this Agreement, the parties shall comply with all applicable laws, rules and regulations of governmental authorities having jurisdiction.

    15.7. Governing Law: This Agreement shall be governed by and construed in accordance with international treaty provisions and other applicable laws.

    15.8. Severability: In the event that any provision of this Agreement is held to be invalid, illegal or unenforceable under any applicable law, by any court of competent jurisdiction, the validity, legality and enforceability of the remaining provisions will not be affected. Further, such invalidity, illegality or unenforceability shall not render this Agreement void as a whole and in such event such provisions shall be changed and interpreted so as to best accomplish the objectives of such provisions.

    15.9. Waiver: No express or implied waiver by either party of any provision of this Agreement or of any breach or default of the other party shall constitute a continuing waiver, and no waiver by either party shall prevent such party from enforcing any and all other provisions of this Agreement or from acting upon the same or any subsequent breach or default of the other party.

    15.10. Entire Agreement: This Agreement, supersedes all prior Agreements and understanding, whether written or oral, incorporates the entire understanding of the parties concerning the subject matter contained herein and may not be modified and amended except by a separate writing signed by or on behalf of both parties.

    15.11. Counterparts and Fax Signatures: This Agreement may be executed in one or more counterparts each of which shall be deemed an original and all of which together, shall constitute one and the same instrument. This Agreement shall be effective upon execution by the parties in its electronic version by the mode prescribed herein or when a hardcopy of the Agreement or one or more counterparts of the same have been signed by each of the parties. Signatures on hardcopies may be exchanged by facsimile transmission and each party to this Agreement agrees that it will be bound by its own facsimile signature and that it accepts the facsimile signature of the other party to this Agreement. The parties hereto expressly agree that the parties shall be bound by the terms and conditions of this Agreement upon execution of the electronic version of this Agreement and hardcopy of this Agreement will only be executed upon request by the Contributor.

  16. INDEMNITY
    16.1. The Contributor agrees to indemnify and to hold Inmagine and its officers, directors, employees and agents harmless from any claims, liabilities, losses and damages (including reasonable attorneys' fees and expenses) whether direct or indirect arising from any breach of any representation or warranty, any failure to perform any covenant or Agreement hereunder. The Contributor agree that Inmagine may retain any amounts due to the Contributor under this Agreement to the extent the Inmagine is owed any sum under this Section, provided, however, that Inmagine shall consult in good faith with the Contributor. Notwithstanding the foregoing, the Contributor will not have any liability for costs arising solely and directly from:
    1. any addition to or change, omission or deletion by Inmagine of information supplied by the Contributor or
    2. use of any Accepted Image in a manner not permitted by the terms of this Agreement, including any restrictions supplied to Inmagine in writing by the Contributor.
    16.2. Inmagine shall be at liberty to negotiate for settlement of any claims whether direct or indirect arising from any breach of any representation or warranty at the Contributor’s expense. The Indemnity provided herein shall be granted whether or not legal proceedings are instituted and, if such proceedings are instituted, irrespective of the means, manner or nature of any settlement, compromise or determination.

  17. TERM AND TERMINATION
    17.1. Term: This Agreement will begin on the Effective Date defined herein and shall last for an initial term of one (1) year. After this initial term, at each expiration date this Agreement will automatically be renewed for successive one (1) year terms unless and until one party notifies the other in writing of its wish to terminate this Agreement at least sixty (60) days prior to the beginning of the next term.

    17.2. Early Termination: Either party may terminate immediately by giving the other party written notice of termination, if the other party fails to cure any breach of or default under this Agreement within sixty (60) days after it receives written notice of such breach or default, or should either party become insolvent or be subject to bankruptcy.

    17.3. Continued Rights: Regardless of Termination of this Agreement, Inmagine will be entitled to continue to license any Image if it is featured in a print Product, for a period of two (2) years from the date of first inclusion in its print Product and for a period of one (1) year from the date of first inclusion in any electronic, online or web based Product. Termination will not affect any licenses with respect to Images granted to any licensee, such licenses will continue in full force and effect according to its terms.

    17.4. Effect of Termination: Within a reasonable time after termination or expiration of this Agreement, Inmagine shall delete all digital files representing the Accepted Images. Notwithstanding, Inmagine may retain digital files of Accepted Images as part of its back-up media for a period of ninety (90) days after termination.

  18. LIMITATION OF LIABILITY
    18.1. UNDER NO CIRCUMSTANCES SHALL INMAGINE’S LIABILITY TO THIRD PARTY (WHETHER IN TORT, CONTRACT OR OTHERWISE) FOR LOSS OR MISUSE OF OR DAMAGE TO ANY IMAGE PROVIDED TO INMAGINE EXCEED USD100.00 PER IMAGE. NOTWITHSTANDING ANY THING HEREIN TO THE CONTRARY, INMAGINE’S AGGREGATE LIABILITY FOR DAMAGE TO THIRD PARTIES SHALL NOT EXCEED FIVE (5) TIMES THE PRICE OF THE ORIGINAL IMAGE REGARDLESS OF THE NUMBER OF CLAIMS.

    18.2. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, EXCEPT FOR LIABILITY TO THIRD PARTIES ARISING UNDER SECTION 2 OR ARISING FROM A BREACH OF SECTION 3 HEREOF NEITHER PARTY SHALL, UNDER ANY CIRCUMSTANCES, BE LIABLE TO THE OTHER PARTY FOR INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR SPECIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE, LOSS OF ACTUAL OR ANTICIPATED PROFITS, LOSS OF BUSINESS OR ANY OTHER CONSEQUENTIAL OR EXEMPLARY DAMAGES EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OCCURRING.

  19. ARBITRATION
    19.1. Any controversies between the parties arising out of or relating to this Agreement, or the breach, termination or invalidity thereof, upon demand of either party, shall be resolved by arbitration in accordance with Rules of Conciliation and Arbitration of the International Chamber of Commerce (ICC) by single arbitrator appointed in accordance with such rules.

    19.2. The arbitration proceeding shall be conducted in English language and shall be held at a place appointed by ICC unless agreed by the parties hereto. In adjudicating any such dispute, the arbitrator shall apply laws set forth in international treaty provisions and other applicable laws.

  20. BINDING EFFECT
    20.1. This Agreement will continue for the benefit of and be binding upon Inmagine and the Contributor and their respective successors in title and assignees. The Contributor may only assign the Agreement with the prior written consent of Inmagine.

    20.2. Inmagine may assign this Agreement to any member of the Inmagine Group or any third party and if it does, so references herein to Inmagine shall thereafter be to such third party or Inmagine Group company and references herein to the Inmagine Group shall be to any Subsidiary of such third party or Inmagine Group company, or the Holding Company of such third party or Inmagine Group company or any Subsidiary of such Holding Company or Inmagine Group company.

  21. RIGHTS OF PARTIES
    21.1. Any express statement of the rights of the parties hereto under this Agreement is without prejudice to any other rights of the parties expressly stated in this Agreement or arising at law.

  22. EXECUTION ELECTRONIC VERSION OF THIS AGREEMENT
    22.1. The electronic version of this Agreement is deemed to be executed by the Contributor upon:
    1. completion of the online Registration Form by the Contributor; and
    2. the Contributor uploading some form of identification such as passport or identity card or Certificate of incorporation of Company as the case may be; and
    3. the Contributor has unconditionally accepted the terms and conditions of this Agreement by clicking the “I agree” button; and
    4. the Contributor submits five (5) Images to Inmagine for inclusion in its collection.
    22.2. The electronic version of this Agreement is deemed to be executed by Inmagine upon the review of the five (5) Images (submitted by the Contributor at the time of execution of this Agreement) and acceptance of the Contributors Application by Inmagine for inclusion in its collection.

    22.3. This Agreement shall be of no force or effect and the Contributor shall have no rights against Inmagine until and unless the five (5) Images submitted by the Contributor at the time of execution of this Agreement have been reviewed and the Contributor's Application accepted by Inmagine.
By clicking on the “I Agree” button below, the Contributor agrees to the Terms and Conditions set forth in this Agreement.