Submitter Agreement

  1. Approval of the Submitter Agreement. Please, read this Submitter Agreement (hereafter the “Submitter Agreement”) from Clipcanvas AS (hereafter “Clipcanvas”) thoroughly and save or print a copy for your own records. The Submitter Agreement outlines the terms and conditions all submitters (hereafter the “Submitter”) agree to be bound by when the Submitter provides footage, animations, motion imagery, sound and/or any other information or material (hereafter the “Content”) to Clipcanvas.com or other Clipcanvas web-sites under other top-level domains with corresponding web pages (hereafter the Web Site) with available services from Clipcanvas and its licensors, affiliate websites operated and owned by Clipcanvas and API affiliate websites operated by Clipcanvas API affiliate partners (the Web Site including its Content, available services, affiliates and API affiliates are hereafter referred to as the “Clipcanvas Service”). By registering as a Submitter and submitting Content to the Clipcanvas Service, the Submitter agrees to be bound by the terms set forth herein. In order to become a Submitter, the Submitter shall establish a user account by reading and acceptance of the royalty-free Clipcanvas License Agreement which includes the Clipcanvas User Terms. The Submitter agrees that this Submitter Agreement may be amended by Clipcanvas at any time by posting the amendment or an amended Submitter Agreement on the Web Site and/or the Submitter’s “Your Account”.
  2. Notices. The parties accept written notices sent by e-mail. Clipcanvas shall send such notices to the e-mail address registered by the Submitter, and the Submitter shall send such notices as well as other questions relating to this Submitter Agreement to Clipcanvas to support[at]clipcanvas.com.
  3. Obligations regarding rights management to submitted Content. By accepting this Submitter Agreement the Submitter confirms that the Submitter has the full responsibility of rights management regarding the Content uploaded or otherwise submitted from the Submitter to the Clipcanvas Service. When submitting Content to the Clipcanvas Service, the Submitter shall state the name and address of the copyright owner to the Content. In addition, the Submitter is responsible to provide information to Clipcanvas of any limitations regarding such Content. If no such limitations are provided together with such submitted Content, the Submitter shall be considered to be the copyright owner with full and exclusive rights to market, sell and otherwise distribute such Content. If the Submitter has not cleared all intellectual property rights including any and all personal rights related to persons pictured on the Content, the Submitter shall not upload or otherwise submit such Content to the Clipcanvas Service.
  4. Upload procedures and management. The Submitter hereby agrees to abide by and follow the upload procedures and requirements (hereafter the “Submitter Guidelines”) at any time set forth in and displayed on the Web Site and/or the Submitter’s “Your Account”. The Submitter acknowledges that the Submitter Guidelines may at any time be changed by Clipcanvas, including, but not limited to, new procedures to be implemented and/or used by the parties regarding the Content and other procedures or requirements. Furthermore, the Submitter agrees to provide the most precise and sufficient metadata possible in relation to the Submitter’s submitted Content, with the intention of making it easier for purchasing Licensees to identify and review such Content. The Submitter acknowledges that Clipcanvas takes no responsibility whatsoever for the storage of the Submitter’s original Content, even if Clipcanvas does secure storage of the Submitter’s uploaded Content. Therefore, the Submitter is hereby advised to maintain and keep its own backup. Clipcanvas may, in order to ensure quality of Content in terms of both aesthetic and technical merit, review all uploaded Content before the Submitter is allowed to publish the Submitter’s submitted Content for public access through the Clipcanvas Service. The Submitter is solely responsible for the Content submitted, for the legality of the Content and for the legality of the use of the Content through the Clipcanvas Service. Clipcanvas has the right to remove or deny publication of any Content that does not comply with this Submitter Agreement and/or the Submitter Guidelines. In addition, Clipcanvas has the right to remove or deny publication of any Content which Clipcanvas otherwise regards to be unsuitable for the Clipcanvas Service. The Submitter acknowledges that Clipcanvas under no circumstances whatsoever has any liability regarding such removal or denial. Furthermore, the Submitter agrees that Clipcanvas may alter titles and/or keywords entered by the Submitter, and that any metadata submitted in relation to facilitating the display of the Submitter’s submitted Content remains the property of Clipcanvas.
  5. Grant of license to Clipcanvas. By submitting Content to Clipcanvas, the Submitter hereby grants Clipcanvas a worldwide, royalty-free and non-exclusive right regarding any Content submitted by the Submitter to reproduce, prepare derivative works of, publicly display, market, sublicense, sell and/or distribute this Content. The license granted hereunder shall permit Clipcanvas to sub-license the Content to third parties (hereafter the “Licensee”) in accordance with the terms of the License Agreement. The license granted hereunder shall further permit Clipcanvas to utilize the Content for purposes of advertising, marketing and promoting Clipcanvas, including but not limited to, use of the Content and derivative works thereof on the Clipcanvas Service. In addition, the license granted hereunder shall further permit Clipcanvas to display, showcase and create derivative works of the Content in the form of edited, resized, resampled, transcoded and/or cropped works of the Content, for purposes of sub-licensing such derivative works to Licensees under the terms of the License Agreement. Furthermore, the Submitter explicitly agrees that Clipcanvas may display and distribute the Submitter’s submitted Content as compressed and watermarked files to third parties for the purpose of marketing the Content and for reviewing and testing the Content in question preceding potential purchase, and that such watermarking of this Content may be utilized for advertising purposes. However, both parties acknowledge that the copyright ownership to all submitted Content remains with the owner of such copyright. Clipcanvas may also offer Content for sale under royalty-ready licenses when the Submitter and Clipcanvas both agrees to this. Submitters wishing to upload and sell Content under royalty-ready licenses should contact Clipcanvas for more details. In general, royalty-ready licenses could apply to Content that the Submitters does not wish to offer under royalty-free licenses. Royalty-ready licenses are different from the royalty-free licenses in that pricing is determined to a greater extent by the intended use and license duration for use of the Content in question, and is set on a case-by-case basis in conjunction with the client or Licensee´s intended use.
  6. Obligations for Clipcanvas. Clipcanvas shall be obligated to inform all Users of the Clipcanvas Service about the User Terms and the License Agreement. Such agreements shall contain an obligations for the User to accept, regarding submitted Content being available for the User or the Licensee to review and download, that any Content available for free download is for personal review purposes only, with the intention of purchase, and may not be shared, sold, rented or otherwise distributed in any form other than on the terms of said agreements or as approved by the Submitter. Furthermore, such agreements shall state that no User is allowed to remove any watermarks, trademarks, copyright notices or other forms of identification embedded in Content retrieved from the Clipcanvas Services.
  7. Credits and acknowledgement. Based on the License Agreement accepted by all registered Licensees of Clipcanvas, any Licensee purchasing Content through the Clipcanvas Services is required to credit and provide copyright information on both the copyright owner (as informed by the Submitter) and Clipcanvas in the manner required by proper usage (in example in conjunction with any production distributed on DVD’s, other types of storage media or through broadcasting or web-TV channels that are open to public viewing). The Submitter accepts that credits and/or acknowledgements are not required for advertisements and other types of productions where credits and acknowledgements are not normally required or would interfere with the production or derivative work’s intended application. Crediting and acknowledging the copyright owner (as informed by the Submitter) and Clipcanvas should at minimum contain the year of granted license, the Submitter’s name/username, and reference to the license granted through Clipcanvas (in example Copyright NAME USER, License granted through the Clipcanvas Service, YEAR].
  8. Submitter Status. The Submitter’s Clipcanvas Submitter Membership is valid in perpetuity from the day Clipcanvas has received acceptance of the Submitter Agreement from the Submitter, unless the Submitter receives a written notice from Clipcanvas stating otherwise.
  9. Compensation to the Submitter (royalty). As long as the Submitter holds a valid Clipcanvas Submitter Membership, Clipcanvas shall pay the Submitter fifty percent (50%) of the license fees ex. VAT and other taxes actually received from the Licensee(s) purchasing licenses to utilize the Submitter’s submitted Content and/or any derivative works thereof. The Submitter acknowledges that the following may be deducted or held from royalties that may otherwise be payable: i) any amounts owed to Clipcanvas by the Submitter; ii) applicable taxes/withholdings required by applicable law; iii) any refund granted to the Licensee(s) related to any download of the Submitter’s submitted Content; iv) any payment processing fees incurred by payment processors for license fee payments; v) any deductions from the license fees resulting from Promotion Offers; and any reasonable expenses that may be incurred in relation to any breach by the Submitter of the terms in this Submitter Agreement, or incurred in otherwise enforcing this Submitter Agreement. The Submitter acknowledges that Clipcanvas in its sole discretion may change the royalty rate and/or other payment terms upon posting such changes on the Web Site and/or the Submitter’s “Your Account”. If any such change is not acceptable for the Submitter, the Submitter may terminate this Submitter Agreement as set forth herein. In the event any transaction is subject to fraudulent activities, such as fraudulent payments or non-payments, the Submitter acknowledges that any and all payments owed to the Submitter are withheld until any such matter is resolved, and at least for a period of 90 days following the time of such fraudulent activities. Clipcanvas is not required to provide any detailed information relating to such transactions, but should notify the Submitter within reasonable time following any requests for payments that payments are on hold until further notice.
  10. Promotion Offers and Campaigns: From time to time, Clipcanvas will launch new marketing campaigns, programs and promotions including discounts, rebates, Content purchase subscription schemes, volume purchase incentives/price reductions and similar sales promotion initiatives (“Promotion Offers”). The Submitter agrees that the submitted Content may be offered in relation to Promotion Offers and that any resulting discounts, rebates, Content purchase subscription schemes, volume purchase incentives/price reductions and similar sales promotion initiatives may be deducted from the total license fees.
  11. Pricing of licensed Content. In terms of the pricing of the Submitter’s submitted Content, the Submitter agrees that pricing is set according to a fixed price per clip scheme of 59€ per clip, including corresponding incentive pricing for clips purchased via any bundles or clip packs offered to buyers. Such bundles or clip packs shall at all times be available for review on the website, and credit invoices shall at all times state the value of each individual sale.
  12. Payment terms. Clipcanvas will use its best efforts to pay royalties within thirty (30) days of the Submitter’s request for payment, which is conducted by the Submitter on “Your Account”. The Submitter acknowledges that professional payment services may take time to process the Submitter’s request also. Requested payments are charged with a payment fee of 5 Euros to be subtracted from the requested amount. All payments will be made through the payment processing services at any time offered through Clipcanvas (ex. PayPal, MoneyBookers), unless otherwise is specifically agreed, and any transaction fees at any time applied by such payment processors is automatically subtracted from the Submitter’s receivable amount. The Submitter acknowledges that there is a minimum payout rate of fifty (50) Euros per each royalty transaction (the Submitter must request to receive the whole amount payable to be paid out from its own account as long as the amount is minimum 50 Euro).
  13. Term and termination. This Submitter Agreement will become effective the day when Clipcanvas, following the registration as a Submitter, sends the Submitter a written confirmation that the Submitter holds a valid Clipcanvas Submitter Membership. This Submitter Agreement is thereafter in effect until termination. Either party may terminate the Submitter Agreement by giving the other party a 30 days written notice. Clipcanvas may terminate this Submitter Agreement immediately by written notice if the Submitter violates this Submitter Agreement, the License Agreement or the User Terms. If this Submitter Agreement is terminated, either by the parties or due to violations thereof, at any time prior to the amount of accrued earnings in the Submitter’s royalty account totaling minimum fifty (50) Euros, such royalties will be forfeited by the Submitter. Upon termination of this Submitter Agreement, Clipcanvas may delete or otherwise remove the Submitter’s “User Account” and Content.
  14. Representations and warranties by the Submitter. The Submitter represent and warrant that:
  1. The Submitter has the full right, power and authority to enter into this Submitter Agreement and to completely undertake all of the Submitter’s obligations hereunder;
  2. there are no legal or contractual restrictions binding the Submitter from fully entering into this Submitter Agreement;
  3. in the event of the Content mainly representing or depicting individually identifiable people or persons, the Submitter has obtained and secured the required model and/or property releases from all required parties that will permit the uses of the Content in question as outlined in this Submitter Agreement and the License Agreement, and The Submitter agrees to provide such releases upon request from Clipcanvas. Copies of model and property releases may be retrieved from the support web pages at the Web Site, if the Submitter does not already have proper forms to secure the relevant releases;
  4. the Content submitted by the Submitter and all parts thereof constitute the Submitter’s original creation and expressions, or the Submitter is its sole copyright holder and exclusive owner, or the Submitter has retrieved all rights necessary to submit the Content as described in this Submitter Agreement;
  5. no Content submitted by the Submitter is in conflict or violation with the rights offered through the License Agreement;
  6. the Content does not violate any rights of privacy, trademark, copyright or any rights owned or represented by any third party, nor violate or present the violation of any law, nor is either obscene or defamatory;
  7. The Submitter agrees to follow the Submitter Guidelines, upload procedures and provide the required information related to the Content in question at any time required to make it available to the Licensees or other Users;
  8. The Submitter agrees that the Submitter does not attempt to upload the same file several times, that the individual Content files uploaded are free of elements to prevent or disrupt its use or enjoyment and that it is free of any malware, computer viruses, computer worms or other items that may be designed to interrupt or disrupt the Clipcanvas Service, Content or any other hardware or computer system;
  9. The Submitter acknowledges that the Submitter will be responsible for any access to and use of Clipcanvas Service that takes place under the Submitter’s user name and password, and that the Submitter’s user name and password constitute conclusive evidence to be used by Clipcanvas as proof that the Submitter wishes to upload Content in compliance with this Submitter Agreement
  1. Limitation of warranties, liability and disclaimer. Clipcanvas strives to secure a high and professional level in terms of the quality of the Content delivered through the Clipcanvas Service, but Clipcanvas does not warrant that the quality will meet the Submitter’s requirements or that it will be free from errors. Clipcanvas does not warrant that the Clipcanvas Service will meet the Submitter’s specific requirements, that the Clipcanvas Service will be uninterrupted, timely, secure, or error-free, that the results that may be obtained from the use of the Clipcanvas Service will be accurate or reliable, that the quality of any Content, Clipcanvas Service, information, or other material purchased or obtained by the Submitter through the Clipcanvas Service will meet the Submitter’s expectations, and that any errors will be corrected. THE CLIPCANVAS SERVICES AND OTHER SERVICES OFFERED BY CLIPCANVAS OR THROUGH THE WEB SITE ARE PROVIDED “AS IS” WITHOUT REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESSED OR IMPLIED, LIKE, BUT NOT LIMITED TO THE REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY OR SUITABILITY FOR A SPECIFIC PURPOSE. ALSO, THE CONTENT IS PROVIDED “AS IS” WITHOUT ANY CONDITION, WARRANTY OR REPRESENTATION OF ANY KIND. THIS INCLUDES, BUT IS NOT LIMITED TO, COMMERCIAL APPLICATION OF CONTENT, SUITABILITY FOR PARTICULAR PURPOSES, VARIATIONS OF EDITORIAL USE AND OTHER MERCANTILE APPLICATIONS. FURTHERMORE, CLIPCANVAS AND ITS LICENSORS DO NOT WARRANT THE USE OF NAMES, PEOPLE, LOGOS, TRADEMARKS, PATENTED DESIGNS OR COPYRIGHTS OR OTHER FORMS OF INTELLECTUAL PROPERTY ON OR IN ANY CONTENT DISPLAYED ON THE WEB SITE OR THROUGH THE CLIPCANVAS SERVICE. FUTHERMORE, CLIPCANVAS DOES NOT REPRESENT OR WARRANT THAT ANY CONTENT THAT APPEARS ON THE WEB SITE WILL ACTUALLY BE AVAILABLE FOR PURCHASES OR THAT IT WILL BE FREE OF DEFECTS OR VIRUSES. CLIPCANVAS DOES NOT WARRANT OR MAKE REPRESENTATIONS AS TO THE VALIDITY OR LEGALITY OF ANY RELEASE OR INFORMATION THEREOF ASSOCIATED WITH ANY CONTENT DISTRIBUTED THROUGH THE SERVICE. IF THE SUBMITTER IS IN DOUBT, SEEK OUT COMPETENT COUNSELING FOR THE INDIVIDUAL CASE IN QUESTION. THE SUBMITTER RELEASES CLIPCANVAS FROM ANY CLAIM(S) THE SUBMITTER MIGHT HAVE STEMMING FROM CLIPCANVAS TO REFRAIN FROM OR TAKE ACTION AGAINST ANY THIRD PARTY WHO IS ALLEGED BY THE SUBMITTER TO HAVE INFRINGED ON THE SUBMITTER‘S RIGHTS. THE SUBMITTER SHALL INDEMNIFY CLIPCANVAS, ITS SUBSIDIARIES, ITS AFFILIATES, ITS LICENSEES, ITS LICENSORS AND ITS USERS AGAINST ANY LOSSES, EXPENSES, COSTS OR DAMAGES INCURRED BY ANY OR ALL OF THEM AS A RESULT OF THE SUBMITTER‘S BREACH OF THE TERMS OF THIS SUBMITTER AGREEMENT. THE FAILURE OF CLIPCANVAS TO EXERCISE OR ENFORCE ANY RIGHT OR PROVISION OF THE SUBMITTER AGREEMENT SHALL NOT CONSTITUTE A WAIVER OF SUCH RIGHT OR PROVISION. IN NO EVENT SHALL CLIPCANVAS OR ANY OF ITS PARTNERS, SHAREHOLDERS, EMPLOYEES, DIRECTORS OR AGENTS BE LIABLE FOR ANY KIND OF INDIRECT, CONSEQUENTIAL, PUNITIVE OR INCIDENTAL DAMAGES WHATSOEVER IN CONNECTION WITH ANY CLAIM, LOSS, DAMAGE, ACTION OR SUIT ARISING UNDER OR OUT OF THIS SUBMITTER AGREEMENT. The SUBMITTER EXPRESSLY UNDERSTANDS AND AGREES THAT CLIPCANVAS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, EVEN IF CLIPCANVAS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM THE USE OR THE INABILITY TO USE THE SERVICE, THE COST OF PROCUREMENT OF SUBSTITUTE CONTENT AND SERVICES RESULTING FROM ANY CONTENT, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE CLIPCANVAS SERVICE, UNAUTHORIZED ACCESS TO OR ALTERATION OF THE SUBMITTER’S TRANSMISSIONS OR DATA, STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE CLIPCANVAS SERVICE, OR ANY OTHER MATTER RELATING TO THE CLIPCANVAS SERVICE. IN ANY EVENT, CLIPCANVAS’ MAXIMUM TOTAL AGGREGATE LIABILITY TO THE SUBMITTER OR ANY OTHER PARTY CLAIMING THROUGH THE SUBMITTER, ARISING IN CONNECTION WITH USING THE CLIPCANVAS SERVICES OR SUBSEQUENT CONTENT FROM CLIPCANVAS SERVICES, SHALL NOT EXCEED THE AMOUNT ACTUALLY RECEIVED BY CLIPCANVAS FOR THE SUBMITTER‘S OFFERING THROUGH THE CLIPCANVAS SERVICE OF THE CONTENT IN QUESTION. SOME US STATES AND FOREIGN COUNTRIES DO NOT PERMIT THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR LIABILITY FOR CERTAIN CATEGORIES OF DAMAGES. THUS, SOME OR ALL OF THE LIMITATIONS ABOVE MAY NOT APPLY TO THE SUBMITTER TO THE EXTENT THEY ARE PROHIBITED OR SUPERSEDED BY STATE OR NATIONAL PROVISIONS. IN ANY SUCH JURISDICTION, ANY SUCH LIABILITY OF CLIPCANVAS OR ITS PARTNERS, SHAREHOLDERS, EMPLOYEES, DIRECTORS OR AGENTS SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. THE SUBMITTER ACKNOWLEDGES TO HAVE READ THIS SUBMITTER AGREEMENT AND HAD THE OPPORTUNITY TO SEEK OUT LEGAL COUNSEL BEFORE ACCEPTING THIS SUBMITTER AGREEMENT. FURTHERMORE, THE SUBMITTER AGREES TO BE BOUND BY THE TERMS AND CONDITIONS AS SET OUT IN THIS SUBMITTER AGREEMENT, AND THAT THIS SUBMITTER AGREEMENT CONSTITUTES THE CONTRACTUAL AND LEGALLY BINDING AGREEMENT FOR THE SUBMISSION OF CONTENT TO BE OFFERED THROUGH THE CLIPCANVAS SERVICE.
  2. Dispute resolution. This Submitter Agreement and all submitted Content received by Clipcanvas shall be governed by and construed in accordance with Norwegian law. The Submitter acknowledges that Oslo city court in Norway shall be the exclusive venue for any legal actions or proceedings arising as a result of this Submitter Agreement.