Articoo Inc.  owns and operates the Website as a creative marketplace to distribute various kinds and sizes of Files from a diverse community of Contributors for commercial and noncommercial use. This Agreement governs delivery, licensing, compensation and other legal relationships between Articoo and Contributors. It is an addition to the Articoo Terms of Use, Membership Agreement, Privacy Policy and other legal documents on the Website, all of which are made part of this Agreement by this reference.

This Agreement enters into force once Contributor creates an account on the Website. A Contributor should not create an account or otherwise use the Website if any terms of this Agreement are not acceptable to the Contributor.

1. LICENSES.

Contributor grants Articoo a perpetual, nonexclusive, worldwide, transferable, sublicensable, fully paid, royalty-free right and license to:

• advertise, market, alter, modify, compress, exhibit, reproduce, publicly display, perform, use for creation of derivative works, index, categorize, analyze, archive and otherwise use and reuse Files;
• license, sell, distribute, transfer and otherwise provide rights to access and use Files to third parties in any existing or future media or embodiment directly or indirectly on a worldwide and perpetual basis;
• use Files and respective authorship information as part of Articoo’ own or third-party activities related to operating, licensing, promoting, marketing, advertising and developing the Website and other products and services, provided that Contributor will not receive any compensation for such use of Files;
• use Files for any other commercial and noncommercial purposes;
• allow others to do the things and actions described above.

Articoo assumes the rights and authority granted by Contributor under this Agreement, but has no obligation to distribute, license, commercialize or otherwise use Files.

Articoo will distribute Files to third parties directly and indirectly under various types of paid and free agreements, as approved by Articoo. Such agreements may cover different scopes of authorized use including, without limitation, rights to create and further use derivative works based on Files, rights to incorporate Files in any media or embodiment now or thereafter known, and rights to use, embed and otherwise include Files for development and training of any algorithms, networks, technologies and solutions.

Articoo may seek specific authorization to distribute certain Files under the Attributed Free License or other type of free license. By giving the authorization, Contributor waives any right to receive compensation for such distribution, which, save for several exceptions, will not be counted to the Contributor’s level.

Articoo will license and otherwise distribute Files both directly on the Website and indirectly through third-party resources and services. For such licensing and distribution, Articoo will enter into separate agreements with such third parties on the terms approved by Articoo. Such agreements can include, without limitation, API, agency, reseller, partnership or other types of contracts.

Contributor can withdraw the Contributor’s Files from being licensed or distributed: (i) under certain free licenses; (ii) through certain third-party resources and services; or (iii) for the purposes of development and training of certain algorithms, networks, technologies and solutions. To do so, Contributor should contact Articoo’ support team. Such withdrawal will not apply retroactively.

2. INTELLECTUAL PROPERTY RIGHTS.

Each File is protected by international and local intellectual property laws and treaties. Contributors and respective copyright owners reserve all intellectual property rights in and to Files except for those expressly granted or waived subject to this Agreement.

Contributor waives all applicable artists’ authorship rights and moral rights (droit moral). Contributor further authorizes Articoo to use Files with or without Contributor’s name and reference indicated together, or with any other name or reference, and authorizes Articoo to make any changes or removals of information accompanying Files, including the copyright management information.

If any third party submits a Claim related to Contributor’s Files, such Contributor will cooperate with Articoo in good faith to timely and amicably defend and resolve the Claim. This cooperation will include, among other things and actions, direct communications with claimants, inspection of materials confirming authorship, consultations with Articoo’ team, etc. Pending the resolution of such Claim, Articoo may suspend Contributor’s accounts and withhold Contributor’s compensations under this Agreement in the amount determined at Articoo’ sole discretion.

Contributor will not file any Claims, incur any Liabilities or otherwise directly or indirectly enforce any of Contributor’s intellectual property rights or other rights in and to Files against any third party that licensed Files from Articoo or otherwise acquired rights to Files.

3. DELIVERY AND MANAGEMENT OF FILES.

Upon acceptance of this Agreement, Contributor can create accounts on the Website. To do so, Contributor must: (i) create personal login and password and use them as sole means to verify Contributor’s identity; (ii) provide only true and valid information; (iii) meet all initial requirements introduced by Articoo, including, without limitation, the Contributor’s examination; and (iv) comply with terms and conditions of this Agreement.

Once the Contributor’s account is active, Files can be submitted using internal tools of the Website  Before uploading any Files, Contributor must ensure that:

• Files are accompanied with valid and accurate documents related to their publication and distribution, including, without limitation, model releases, property releases and credentials;
• Files do not contain any mechanisms or means of protection which interfere with using, editing or copying for the purposes set forth in this Agreement;
• Files do not contain harmful program code, viruses, worms, Trojan horses, or any invasive, destructive or malicious software; they are not part of a DDoS systems; they do not contain other mechanisms or devices designed or used for removal, modification, disruption, or damage of any Files or the Website;
• Files contain full, necessary and sufficient cover information for their effective licensing on the Website; the supporting information is complete and accurate, and does not contain false, inappropriate or contradictory data.

Contributor must periodically review Articoo’ guidelines about general operating principles of the Website and detailed requirements to Files, and ensure that Files are in consistent compliance with the guidelines, the requirements of this Agreement and all applicable local and international laws and regulations. Articoo reserves a right to make amendments to the guidelines at any time at its sole discretion, all of which are made part of this Agreement by this reference. Contributor bears sole responsibility for any actions made in their personal accounts. No compensation will accrue for Files uploaded in violation of this section.

Articoo will flag some Files for “Editorial use only,” which means that the Files are licensed under limited terms that exclude commercial or promotional use. These Files could contain images of people without proper authorization (model releases), private property, recognized brands, and other items for which additional special permission for commercial purposes is required.

Articoo has no ability to control all uploads on the Website or any other exchange of information or data on the Website. Articoo reserves a right to take any File down from the Website and suspend or terminate any Contributor’s accounts when Articoo deems necessary, with or without explanation of reasons. Articoo also retains the right to correct errors and edit information in Files.

4. COMPENSATION.

Articoo will pay compensation for paid use of Contributor’s Files by third parties according to the Contributor Program, which is made part of this Agreement by this reference and can be changed at any time at Articoo’ sole discretion.

The amount and frequency of compensation paid to Contributor depends on various factors such as Contributor’s level, type of licenses sold by Articoo or third parties, mechanisms of payments due to Articoo, sizes of Files being purchased, scope of authorized use, and other individual contractual terms. Articoo has no obligation to (i) inform Contributor about the details of deals made by Articoo or third parties; (ii) pay compensation for any repetitive download or use of Files by the same third party under the same agreement; and (iii) pay compensation for any licenses that have been canceled, refunded or charged back.

Contributor’s compensation is usually calculated as percentage of fees received by Articoo. Contributor agrees that, based on the type and terms of specific deals, Articoo may elect to calculate fixed compensations per File or apply different formulas to fairly compensate its Contributors.

Articoo determines pricing for licenses and other products at its sole discretion. Articoo reserves a right to make discounts, bulk licenses, and other deals that might reduce the amount of compensation accrued for individual Contributors.

Payments of compensation to Contributor will be held by Articoo until Contributor makes a withdrawal request, as long as the available balance in the Contributor’s account, after deducting all necessary payments (taxes, legal, or other similar payments arising from the application of this Agreement), meets or exceeds the established minimum payment amount of $25. Contributor forfeits the compensation if Contributor terminates this Agreement before the total amount of accrued compensation exceeds the established minimum payment amount. Articoo has no duty to compensate Contributor until the accrued amount of compensation reaches the established minimum payment amount.

5. REPRESENTATIONS AND WARRANTIES.

Contributor represents and warrants that:

• Contributor has the requisite legal capacity, necessary rights and sufficient authorities to enter into and perform this Agreement;
• Contributor is the owner of and/or has duly acquired unencumbered intellectual property rights, title and interest, and all other necessary rights in and to Files and each element of Files; Contributor has unconditional and irrevocable right to grant to Articoo the rights, license and authority under this Agreement;
• Files supplied to Articoo are original works capable of intellectual property protection, and Contributor does not submit (i) any image, video, vector image, recording, performance or reproduction of musical, literary, artistic or other work unless the Contributor owns the rights required above; or (ii) any materials created using any artificial intelligence technology or other means that generate images, videos, audio or other content;
• Files do not, and distribution and use of Files under this Agreement will not: (i) violate or infringe any copyright, trademark or other intellectual property or proprietary right of any person; (ii) violate or infringe any right of privacy or publicity, or any obligation of confidentiality; (iii) create any liability in tort; or (iv) contain any defamatory, false, misleading or otherwise illegal content;
• Files have never been used and will never be used by Contributor for creation of logotypes, marks or registered trademarks, whether for personal or for third-party use;
• Contributor has acquired and will provide to Articoo: (i) the appropriate permissions for all Files that include names, faces, voices, appearances, likenesses or other identifiable characteristics of people or property; (ii) written permissions and clearances for commercial use of any object, work or creation depicted in Files; (iii) attestations of authority (credentials) from third parties granting Contributor’s right to create certain Files; and (iv) any other documentation required by Articoo under this Agreement;
• Files flagged “Editorial use only” (i) truthfully depict the subject; (ii) are accompanied with accurate and correct descriptive information; and (iii) have not been modified in a way that changes their context and integrity;
• there are no Claims now pending or threatened which might directly or indirectly affect Files or which might in any way impair the rights granted by Contributor under this Agreement;
• Contributor and respective copyright owners do not and will not take any actions inconsistent with this Agreement and Articoo’ agreements with third parties related to Files; will not use any monetization, aggregator or distribution services that could interfere with this Agreement and Articoo’ agreements with third parties related to Files; and will not download or induce others to download Files to artificially increase the number of downloads or trigger any payments;

Articoo represents and warrants that it has the power and authority to enter into and perform this Agreement.

ARTICOO DISCLAIMS ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, FAIR AND EQUITABLE TREATMENT AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING, PERFORMANCE, OR TRADE USAGE. ARTICOO MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER OTHER THAN THOSE EXPRESSLY MADE IN THIS AGREEMENT.

6. INDEMNIFICATION.

Contributor will indemnify, defend, release and hold Articoo and its Representatives harmless against any Claim and all Liabilities, in each case to the extent resulting from or in connection with: (i) breach or alleged breach of any of Contributor’s warranties, representations or obligations contained herein or made; (ii) distribution, use and publication of Files permitted by this Agreement; and (iii) gross negligence or intentional misconduct of the Contributor or its employees.

Articoo will promptly give Contributor a notice of a Claim and will have a right, but not an obligation, to control the defense and settlement of the Claim. Contributor may not settle or defend any Claim against Articoo unless Contributor unconditionally releases Articoo of all liability. Articoo’ failure to give prompt notice will not relieve Contributor from indemnification obligations set forth herein. Articoo will give the Contributor an opportunity to defend the Claim with counsel reasonably acceptable to Articoo. If for any reason Contributor does not elect to or fails to defend a Claim, Articoo may do so at the Contributor’s sole expense.

EXCEPT IN CONNECTION WITH PAYMENT OBLIGATIONS IN THIS AGREEMENT, IN NO EVENT WILL THE AMOUNT OF INDEMNIFICATION OF ARTICOO IN CONNECTION WITH THIS AGREEMENT AND ARTICOO’ TOTAL MAXIMUM OBLIGATION AND LIABILITY FOR ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EXCEED ONE THOUSAND U.S. DOLLARS ($1,000 USD).

7. TERMINATION.

Either Party can elect to terminate this Agreement at any time. Articoo can terminate this Agreement or suspend Contributor accounts with no prior notice. Articoo can retain Contributor’s compensation as liquidated damages if Articoo terminates this Agreement for Contributor’s breach of any representations, warranties or obligations herein. Contributor must provide a 90-day advance notice for termination. Contributor may also elect to withdraw any File from the Website without terminating the Agreement by providing Articoo an advance written notice.

Files will not be removed from the Website immediately following termination or a request for withdrawal. Articoo will continue to license and use Files as set forth in this Agreement for 90 calendar days upon receipt of Contributor’s notice. Contributor’s compensation will accrue during the 90-day period as set forth in this Agreement. Articoo will use reasonable efforts to cause Files to be withdrawn from third parties during the 90-day withdrawal period. In certain cases, the licenses to Files may be sold by Articoo for a reasonable term after the 90-day withdrawal period (for example, an agreement for preview or comp files that can be converted to a license). After termination of this Agreement, Articoo can continue to use Files solely for internal archival and reference purposes.

Neither withdrawal of Files not termination of this Agreement will terminate or otherwise affect any of the licenses granted by Articoo to any third party, or other agreements related to Contributor’s Files made by Articoo during the effective term of this Agreement. All such licenses and agreements survive termination of this Agreement and remain in full force and effect in perpetuity.

NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR DAMAGES OF ANY KIND, INCLUDING INCIDENTAL OR CONSEQUENTIAL DAMAGES, ON ACCOUNT OF THE TERMINATION OR EXPIRATION OF THIS AGREEMENT IN ACCORDANCE WITH THIS SECTION. BOTH PARTIES WAIVE ANY RIGHT THEY MAY HAVE TO RECEIVE ANY COMPENSATION OR REPARATIONS ON TERMINATION OR EXPIRATION OF THIS AGREEMENT, OTHER THAN AS EXPRESSLY PROVIDED IN THIS AGREEMENT. NEITHER ARTICOO NOR CONTRIBUTOR WILL BE LIABLE TO THE OTHER ON ACCOUNT OF TERMINATION OR EXPIRATION OF THIS AGREEMENT FOR REIMBURSEMENT OR DAMAGES FOR THE LOSS OF GOODWILL, PROSPECTIVE PROFITS OR ANTICIPATED INCOME, OR ON ACCOUNT OF ANY EXPENDITURES, INVESTMENTS, LEASES OR COMMITMENTS MADE BY EITHER ARTICOO OR CONTRIBUTOR OR FOR ANY OTHER REASON WHATSOEVER BASED UPON OR ARISING OUT OF SUCH TERMINATION.

8. OTHER CONDITIONS.

Confidentiality. Certain information obtained by the Contributor under this Agreement may be confidential, personal, and/or valuable to Articoo, including, without limitation, information about payments, certain license terms and business performance. Contributor agrees to keep such information confidential and not to disclose such information to any third parties without Articoo’ prior written authorization.

Electronic communications. All communications between Articoo and Contributors are made in electronic form. Contributor is solely responsible to timely review the Website, Contributor’s personal accounts, Contributor’s email and other means of electronic communications used by Articoo.

Independent contractors. Nothing in this Agreement will be construed to constitute either Party as a partner, employee or joint venturer of the other, nor will either Party hold itself out as such. It is understood that all Parties hereto are independent contractors and engage in the operation of their own respective businesses. Each Party will be fully responsible for its own employees and contractors, and the employees, contractors and agents of one Party will not be deemed to be employees, contractors or agents of the other Party for any purpose whatsoever. Contributor will not have authority, and will not hold itself out as having authority, to make any representations or enter into any contracts on behalf of Articoo.

Assignment. Contributor will not assign, transfer or otherwise dispose this Agreement in whole or in part to any third party without Articoo’ prior written consent. Articoo may with no prior notice to Contributor: (i) assign, transfer and/or dispose this Agreement in whole or in part to any Articoo’ affiliates and/or subsidiaries; and (ii) appoint any of Articoo’ affiliates and/or subsidiaries to perform this Agreement fully or in part on behalf of Articoo. Subject to the restriction on assignment set forth herein, this Agreement will be binding upon and inure to the benefit of the Parties hereto and their successors and assigns.

Entire agreement; amendment. This Agreement constitutes the entire agreement between the Parties hereto relating to the subject matter herein, and supersedes all previous negotiations, agreements and commitments in respect thereto. Articoo reserves a right to change any of the terms of this Agreement at any time at Articoo’ sole discretion and Contributor agrees to be bound by such changes.

Severability.If any provision, term, condition, covenant, restriction, or other portion of this Agreement will be held to be invalid, illegal, or unenforceable by any court of competent jurisdiction, the remaining portion of this Agreement will remain in full force and effect, unless enforcement of the remainder of this Agreement would be unreasonable or unfair to either Party under the circumstances.

Acknowledgement. By accepting this Agreement, Contributor acknowledges that the Contributor has read this Agreement, understands it, and has had an opportunity to seek independent legal advice before agreeing to it.

Language. This Agreement and all related documents are written in English. Any translation hereof or any versions in a language other than English may be used be for convenience only. In the event of any discrepancy between this English version and any other version, the English version will supersede.

9. DEFINITIONS.

“Contributor” means an individual or a legal entity that (i) either owns the necessary intellectual property in and to Files or has the authorization to license Files; and (ii) supplies Files to Articoo under this Agreement.

“Claim” means any third-party claim, demand, suit, complaint, investigation or proceeding.

“File” means image, vector image, video, sound or other material made available on the Website, together with any data and information contained in Files or associated with Files, including information about authorship, copyright management information and all other necessary documentation (e.g., model or property releases).

“Liabilities” means any proven losses, damages, costs, expenses (including, without limitation, litigation expenses and reasonable attorneys’ fees and disbursements), judgments, assessments, fines, penalties and other liabilities.

“Representatives” means parents, subsidiaries, affiliates, predecessors, successors, agents, authorized representatives, independent contractors, directors, officers, employees, managers, licensors, licensees, assigns, shareholders, members, suppliers and third-party partners.

“Website” means Articoo.art including the accompanying hardware, software, applications, databases, files, interfaces, algorithms, users and their data.