SUPPLY AGREEMENT FOR EXCLUSIVE SUPPLIER

This Agreement contains the terms by which an image owner provides content on an exclusive basis to other users of Depositphotos’ Site or other potential purchasers using other affiliated distribution venues. This Agreement is an addendum to the Terms of Use and the Membership Agreement. In case of inconsistencies between the two aforementioned agreements and this Agreement, the terms of this Agreement shall prevail.

This Agreement is a legal document between Depositphotos as the operator of Depositphotos.com (hereinafter “the Site”) and a registered member of the Site (hereinafter “User”) who supplies content to the Site (hereinafter “Supplier”). The Supplier creates photographs or other images (hereinafter “Material”), offers said Material for license and distribution exclusively through one agent (hereinafter “Exclusive Material”), and appoints Depositphotos as the exclusive agent for distribution and licensing of said Exclusive Material, such distribution to be via either the Site or through other venues affiliated with and subject to specific distribution and licensing agreements by Depositphotos (hereinafter “Resellers”), such distribution and licensing to be in full accordance with the conditions and terms stated in this Agreement and the Standard License Agreement.

Access to this Agreement means access to participation in an exclusive program of Depositphotos, whereby the Supplier confirms his/her consent to supply unique images for exclusive distribution by Depositphotos and Resellers. If the Supplier does not intend to provide exclusivity for submitted materials, the Supply Agreement for Non-Exclusive Supplier shall apply.

This document contains necessary conditions that concern, define and limit the rights and liabilities of the Supplier. By consenting to the terms of this document, the Supplier confirms his/her intent to place Materials on the Site for the exclusive use of Depositphotos and Resellers.

The Supplier appoints Depositphotos an exclusive agent for the distribution and licensing of the materials created by the Supplier according to the conditions and terms of this Agreement and the Standard License Agreement. This Agreement can be changed in future or modified for certain clients who agree with the rights warranted herein (see the Standard License Agreement). For fulfillment of the current Agreement, the Standard License Agreement is used as a basis and supplemented with requirements and options of the Extended License chosen by the Supplier through use of the administrative tools relating to his/her account profile at the Site.

Upon acceptance of the conditions of this Agreement, the Supplier may place Materials on the Site (hereinafter “Upload”) for exclusive access by Users of Depositphotos’ and Resellers’ sites. Supplier agrees that such Uploading shall be in accordance with the procedures and rules of image uploading stated in the corresponding section of the Site. Each Upload shall comply with the terms and conditions of this Agreement, which should be confirmed by the Supplier at the time of each Upload.

This Agreement comes into force and remains valid up until its termination in accordance with the terms given therein. If the terms and conditions stated herein are unacceptable to the Supplier, he/she should terminate this Agreement according with the procedure given below.

Within this Agreement the term “Exclusive Material” means any still images, namely photographs, illustrations, and other similar works, along with descriptive and other information, cover documents or other necessary documentation (including, but not limited to, a Model’s Release or consent to represent private property photographically), created and owned by the Supplier and made available for purchase or license exclusively on Depositphotos’ and Resellers’ sites. Exceptions are Materials that:

1. Were created by the Supplier as "works for hire" or as a result of special requests from a client, subject to the terms of a written agreement, unless said works deliverable from such requests were intended solely for personal review and use by the client, and the works or licenses to thereof were not transferred or sold to another person or entity, including the client;
2. Were at one time offered for free unlimited distribution;
3. Belong to a category of works not presently offered by Depositphotos (for example, audio files or software);
4. Were already accepted for distribution by Depositphotos as non-exclusive Material.

Regardless of the definition of Exclusive Material and license thereto as used in this Agreement, there are no restrictive rules relative to:

1. Use of the materials on the Supplier’s own website where the works designated herein as Exclusive Material are presented for artistic purposes only, and not for sale, or further transfer of the license or rights to the digital image;
2. Use of the exclusive material by the Supplier for creation and further sale of prints, t shirts, badges, posters and such goods if, during such activity, there is no need to transfer or sell the license or rights to the digital image.

The Supplier may Upload Materials at the Site in different formats, using embedded Upload procedures or other mutually agreed-upon external methods. Depositphotos alone shall decide which supplied Materials are suitable for placement at the Site, and which ones shall be distributed by other means. Only the Materials considered suitable by Depositphotos moderators will be accepted for the purposes described and defined within this Agreement.

In addition to the conditions of this Agreement, both parties to the contract agree that the Materials are subject to procedures and norms indicated throughout the Site, and that the exclusive program and rights to the Exclusive Materials are subject to all the regulations, requirements and procedures indicated in appropriate sections of the Site. Any material violation of the rules stated at the Site or the rules applicable to the Exclusive Materials will be considered a violation of this Agreement.

By accepting the terms of this Agreement, the Supplier hereby appoints Depositphotos to be his/her Exclusive agent and distributor of licenses to the Exclusive Material, for transfer to third parties (hereinafter “Buyers”) within the terms of Depositphotos’ Standard and Extended License Agreements, and also allows and delegates Depositphotos to accumulate and transfer funds from the sale of said licenses within the terms defined in this Agreement. For all Exclusive materials shown at the Site the Supplier delegates to Depositphotos:

1. The Exclusive license and right to publication, transfer, placement, download, division, (re)packaging, creation and sale of printed copies or similar products, public expositions and demonstration of the Exclusive Materials to potential purchasers and license owners
   • Using options and functions of the Site;
   • Using options and functions of other venues or affiliates owned by Depositphotos;
   • Using external distributors and associations contracted to Depositphotos, or through partner channels of Depositphotos;
2. The right to issue, sell and grant without term, valid world-wide, non-negotiable and non-exclusive licenses and sub-licenses to end purchasers and Users in accordance with the rules, paragraphs and provisions of the Standard and Extended License Agreements, regardless of where exactly and with which sale points such license was purchased or obtained, for other owners of licenses and purchasers, in accordance with the provisions, rules and terms stated in the Standard License Agreement with certain reasonable alterations agreed to by Depositphotos.

In addition to the foregoing, the Supplier renders to Depositphotos the right and ability to reproduce, place, expose, modify, create derivative works or in other ways use Exclusive Material provided by the Supplier for business purposes directly or indirectly concerning promotion of the Site, expansion of the market for licenses to Exclusive Material (including but not limiting to usage of the Exclusive Material and trademarks for advertisement, promotion and marketing directly or through third parties) until the Supplier communicates to Depositphotos his/her explicit refusal to participate or permit his/her material to be shown in the "promotional use" category. The Supplier agrees that Depositphotos has Exclusive rights to the creation of specialized marketing literature using the Exclusive Material and also declares his/her consent to cooperate with Depositphotos. The Supplier agrees that he/she will not be paid commissions on the use of his/her materials for such purposes.

The parties express and confirm their consent that the rights altogether, including the right to the name, copyright and other similar rights remain with the Supplier, do not pass to and will not be rendered to Depositphotos or a third party, except as provided by the conditions of this Agreement and the Standard License Agreement, which Depositphotos is authorized to conclude on behalf of the Supplier.

The Supplier agrees that Depositphotos forbids the Upload at the Site of any Exclusive Material or descriptive information in violation of a copyright, patent, right to property or any other similar and applicable law or proprietary right.

Upon uploading any Exclusive Material, the Supplier confirms that he/she has all necessary rights associated with the Material, including but not limited to the copyright to the supplied Exclusive Material and the rights granting transfer of rights within the bounds described in this Agreement. Also, the Supplier confirms that he/she does not provide access to this Exclusive Material through any other distributors, sites or other kinds of distributive, trade, licensing venues or distributors not directly permitted within this or allied agreements. In addition, if the Exclusive Material contains images of people, the Supplier guarantees presence of a valid permission for publication from all involved persons by submitting a Model Release form provided at the Site, which enables Depositphotos to use this Exclusive Material within this Agreement and the Standard License Agreement. In addition, the Supplier confirms that he/she has all necessary permissions to photograph and publish the materials if such permission is required by law. For example, the Supplier may be required to obtain permission to photograph and publish images including real estate properties, landmark properties, etc. Owner's permission should be submitted in accordance with the Property Release shown at the Site and include Agreement to further use of the images within the bounds described in the Standard and Extended License Agreements.

The Supplier agrees that neither Depositphotos nor its employees, management, partners, agents or affiliates will be liable for direct or implied damages, regardless of purposeful or casual nature thereof, appeared due to usage or inability to use the whole Exclusive Material or part thereof, covering information thereof, or as a result of any other action proceeding from presence or absence of permission on material publication given by the model or owner, within the Exclusive Material or covering information thereof.

Depositphotos agrees to pay to the Supplier a commission for the Exclusive Material downloaded or otherwise received by a Buyer or end purchaser, in accordance with the table of published rates in effect at the moment of purchase. The parties acknowledge that Depositphotos can make changes to the published table of rates at any time and without additional notification to Suppliers. At any time, if the current table of rates and commissions paid to the Supplier do not suit the Supplier, he/she has ability and right to suspend or terminate future Uploads of Material to the Site, or terminate this Agreement in accordance with the terms stated herein.

Depositphotos will do its best to pay earned commissions to the Supplier immediately after he/she submits a payment request, once the balance of the Supplier’s account meets or exceeds the minimum payable amount of $50.00 (fifty USD). The balance of the Supplier’s account is defined as all fees and commissions accumulated from the license of the Supplier’s Material, whether Exclusive or otherwise, after deduction of:

1. Necessary withholdings and payments in accordance with legislation in force;
2. Uncollectible sums or bad debts;
3. Indemnifications proceeding from accepted liabilities;
4. Legal or other similar reasonable payments proceeding from the provisions of this Agreement or other valid agreements;
5. Any sums owed by the Supplier in accordance with the provisions of this Agreement or otherwise.

In addition to the aforementioned, Depositphotos is entitled to deduct from the amount due to the Supplier any sums that are payable or may be payable to Depositphotos in accordance with the terms of this Agreement or any legislation in force. They include amounts withheld as security for any pending or threatened claim concerning any representation, warranty or indemnity of the Supplier under this Agreement.

If Depositphotos is unable to use the rights granted by this Agreement relating to the Exclusive Materials because use of said rights violates or contradicts the intellectual or other proprietary rights of third parties, or if Depositphotos has reasonable grounds to establish that the Supplier has violated the rules of this Agreement, commissions due to the Supplier may be deemed forfeit, and retained by Depositphotos.

In the event that Depositphotos must investigate or prosecute a legal, licensing or other matter regarding the rights to the Supplier’s Exclusive Material, Depositphotos reserves the right to deduct a reasonable administrative fee for such action.

The Supplier agrees that he/she takes full personal responsibility for every action taken on the Site while logged into the Site using the Supplier’s unique login and password (hereinafter “Access Event”), including any Upload to the Site. The Supplier understands and agrees that Depositphotos uses the login and password as its sole means of establishing the Supplier’s identity, and that all Access Events completed with the use of the Supplier’s login and password, including Uploads, and the consequences of such Access Events, are the personal responsibility of the Supplier, and are subject to the terms of this Agreement and the Standard and Extended License Agreements.

Depositphotos has no ability to control all Uploads and information exchange performed on the Site and bears no responsibility for such Update and information exchange. Nevertheless, Depositphotos retains the right to edit, remove, delete, or refuse to publish any text message or other Material considered by Depositphotos as violating or potentially violating this Agreement or the rights of private or intellectual property, including similar rights of third parties, or being otherwise unacceptable. The Supplier agrees to the confiscation of any commission paid for such Material. Depositphotos has the right, but not liability, to correct mistakes in materials as it sees fit.

The Supplier understands that the images provided by him/her on the terms of this Agreement may be purchased or licensed by buyers with purposes corresponding with the terms of the Standard or Extended License Agreements. Depositphotos takes no responsibility for adherence to the terms of this Agreement by license holders or buyers. In addition, the Supplier understands that regardless of the rights and grounds that he/she may have to pursue holders of such licenses at law, Depositphotos will not have any liabilities to him/her or third parties in cases of infringement regarding the approved Material.

Within the present Agreement, the term “Confidential Information” means any data, information, software, documents and materials that concern or may be relative to Depositphotos' management, activity thereof, activity of its members, affiliates, licensees, licensers, or to the information clearly stated as confidential or which should be attributed to confidential, including but not limiting to business models, business processes, design, products, prices, development models, business plans, opportunities, graphics, materials, training processes, clients, know-how, content belonging to third parties, intellectual property.

The Supplier acknowledges that information obtained upon accepting this Agreement and using the Site may be confidential, personal, and/or valuable to Depositphotos and licensors thereof, and as such agrees that while this Agreement is in force, as well as thereafter, he/she has no right without clear written permission from Depositphotos to disclose or use any part of Confidential information, except in cases directly stated in this Agreement.

Accepting the rules of this Agreement, the Supplier declares and guarantees the following:

1. The Supplier has legal ability and all necessary and sufficient authorities to accept this Agreement, is the sole and Exclusive owner of the Materials, is capable of granting all license rights specified under the terms of this Agreement, and does not grant the rights to any Materials being in conflict with this Agreement;
2. No part of the Materials Uploaded at the Site or otherwise represented thereof after its transfer to Depositphotos contains any mechanism or security guard against usage and copying thereof by means permitted by this Agreement;
3. The supplied Materials do not contain harmful program code, viruses, worms, trojan horses, or any invasive, destructive or malicious software, do not contain other mechanisms or devices designed for the purpose of or may be used for deletion or modification of Site contents, cause dysfunction or failure of the Site or its equipment, computer systems or material, or contents otherwise affecting accessibility or the ability to use Materials and/or the Site, or could cause similar;
4. The material contains full, necessary and sufficient cover information for effective sale at the Site; the cover information is complete and accurate, does not contain false, unacceptable or contradictory meta-data intended to influence the search or search results;
5. Materials supplied to Depositphotos are original works and expressions of the subject matter; the Materials as well as cover information included do not infringe the copyrights, ownership rights or other allied rights of third parties.

  The Supplier further declares and guarantees that he/she:

1. Does not license the supplied Materials by other means (except periodic licensing within the law for creative purposes);
2. Does not license materials which are the property of other authors.

The Supplier confirms that he/she will not collude with other Users of the Site for the purpose of subverting the terms of this Agreement. In addition to other legal remedies, upon breach by the Supplier of this provision of the Agreement, Depositphotos has the right to terminate the Agreement and/or cancel the Supplier's subscription without paying any commission, and the Supplier forfeits all payments due.

The Supplier agrees to pay and indemnify, and also to take the part of Depositphotos (its management, employees, shareholders, partners, affiliates, etc.) in case of any claims, liabilities, losses and expenses (including legal fees on a solicitor and client basis) being a result of:

1. Purposeful or casual usage of the Site and/or materials therein as accessed through the Supplier's login and password, irrespective of who performed authorization;
2. Any correspondence made by the Supplier or Uploading of any material through the Supplier's login and password;
3. Any breach by the Supplier of the terms and provisions of this Agreement;
4. Claims against Depositphotos among similar claims stating that any Exclusive Material presented at the site that is subject to this Agreement or the Standard License Agreement infringes copyright, ownership rights and any other rights of third parties.

Depositphotos reserves the ability and right to assume control and defense of any kind at the expense of the Supplier or require indemnification from the Supplier. The Supplier expresses his/her consent to cooperate with the defense of Depositphotos in case of such claim.

This Agreement is valid until its termination. The Supplier has the right and possibility to terminate this Agreement at any time. To terminate the agreement, the Supplier should do one of the following:

1. Send a notification to Depositphotos by e-mail to support@depositphotos.com 30 (thirty) days in advance of the desired termination date;
2. Use the Contact us form to request termination 30 (thirty) days in advance of the desired termination date
3. Notify Depositphotos in writing 30 (thirty) days prior the termination by any other appropriate way that allows confirmation of the Supplier's identity and intention.

Depositphotos may also terminate the Agreement at any moment and by any reason, giving a 30 (thirty) days notification to the Supplier to the last known e-mail address of the Supplier. If the Supplier's membership is terminated by Depositphotos in accordance with the terms of the Membership Agreement, such termination shall be deemed a notification and termination of this Agreement.

Either side can terminate this Agreement immediately upon written notification in the event one side:

1. Liquidates all or almost all assets or otherwise ceases its business activity;
2. Makes payments to creditors;
3. Enters bankruptcy, makes a request for a receiver for all or any substantial part of its property, and such receiver is appointed;
4. Is in the process of filing for bankruptcy or the reorganization of debts and credits has a legal resolution regarding its bankruptcy or insolvency;
5. Is in violation of the terms of this Agreement

In addition to the aforementioned, Depositphotos has the right and ability to delete the account and expropriate/freeze any payments of commissions to the Supplier if:

1. According the reasonable opinion of Depositphotos there is substantial purposeful distortion of information provided upon this Agreement concerning the Supplier's legal capacity and identity or ownership of copyright to the materials;
2. The Supplier has not been exhibiting activity at the Site during a 24-month period, which may be regarded as the inability to access the Site.

In case of termination of this Agreement, in accordance with the granted authorities Depositphotos shall cease cooperation the following way:

1. Depositphotos shall remove from the Site all uploaded images and materials during 30 (thirty) days from the Agreement termination;
2. Notwithstanding the fact of termination, Depositphotos has the right and possibility to continue licensing of the already accepted materials until their immediate removal from the Site;
3. Upon the expiration of the Agreement and after its termination, according to the terms and provisions of this Agreement Depositphotos shall continue to pay compensations due to the Supplier for licenses issued to the Purchaser during the transitional period in accordance with all the rights stated in this Agreement or required by the law.

In case of the termination of the Agreement, Depositphotos reserves the right to retain all amounts and compensations due to the Supplier for the period of 30 (thirty) days. In addition, Depositphotos reserves the right to deduct from this sum a reasonable administrative fee for servicing of the Supplier's account (including procedures of establishment and termination).

Notwithstanding any other provisions of this Agreement, termination or expiration of the Agreement shall not become a reason for a change in the obligations of the Supplier or Depositphotos.

Termination of this Agreement shall be made without prepossession to the rights of Depositphotos, defenses, and limitation of liabilities defined and guaranteed by this Agreement, Usage Terms, Membership Agreement, which defenses, limitations of liability and rights remain such even after the fact of the agreement termination. Similarly, the terms and provisions of this Agreement in respect to the Confidential information, indemnification, material management, disclaimer of warranties and other kinds of limitation of liabilities shall be in full force even upon the fact of termination of this Agreement.

The Site content and the Site itself are offered for review and use without any personal interference from the side of the Site holders (except pre-moderation), conditions and warranties, implied and explicit. These warranties include terms and conditions of merchantability. Depositphotos does not guarantee that the Site content and operation will meet expectations and requirements of a user, and that the process of its usage will be faultless or will not be interrupted for any reason.

Depositphotos cannot and does not guarantee that the Site or materials contained therein and available for download will not contain contamination, viruses, or other destructive functions.

The Supplier understands and assumes all responsibility and risk of any kind when using the Site and/or services of the site.

Depositphotos, its employees, management, partners, shareholders, and agents are not responsible for failures of any kind or disruption of the Site functionality resulting in loss of business information, profit or other financial losses in connection with claims of any kind, losses, petitions, actions or other events arisen out of this Supply Agreement, as well as out of jurisdiction thereof, including without limitations the Site navigation, usage, access to any content or its part, as well as any rights including warranted ones, even if Depositphotos was advised about theoretical possibility of such failures, irrespective of whether an occurrence or Site failure was the result of infringement on intellectual or other property, grounded on law violation, negligence, contract responsibilities or other similar cases and situations, or not.

In any case according to the terms of this Agreement or as a result of usage of the Site in the whole or any its parts and resources by any way, the total amount of Depositphotos' liability shall be limited to the compensation that Depositphotos receives for Exclusive material being the subject matter of the claim, but in no case shall the financial part of such compensation exceed the equivalent of $1,000 (one thousand United States dollars).

If valid laws and normal acts do not allow exclusions of liability and limitations for incidental or casual damages to the full extent, all aforementioned limitations and exclusions are not applicable to the User. In case of the situation falling under such jurisdiction, liability of Depositphotos or any employee, director, shareholder, partner, license holder or agent shall be limited to the highest extent permitted by the law.

The Site is operated, managed and controlled by Depositphotos from Florida, USA. The Site is accessible for use in any country of the world. Since all countries have unique laws and subordinate acts that may differ from the laws at the territory of Florida, USA, by entering the Site, the Supplier agrees that this Agreement is governed by the laws of Florida, USA applicable therein. This Agreement does not fall under the jurisdiction of UN Convention on International Trade Contracts.

The Supplier agrees to handle and process all required notifications sent to the postal address given by him/her during registration at the Site.

The Supplier agrees to refrain from:

1. Exercising any rights he/she could have in connection with the process or result of a trial by jury;
2. Taking part or organization of any collective claim against Depositphotos regarding the Site work, provisions of this Agreement or any agreements mentioned herein.

Any controversies that appear or can appear in connection with this Agreement, including without limitations its interpretation, performance or application order, breach and implementation shall be submitted to arbitration in the state of Florida, USA.

If Depositphotos is obligated to go to Non-arbitration court for collection of any payable fees or enforcement of its rights, the Supplier agrees to reimburse all expenses, payments and fees in case Depositphotos is successful.

The Supplier confirms that in addition to the terms of this Agreement he/she has familiarized him/herself with the Terms of Use, Membership Agreement and other agreements included herein as references, and agrees with the restrictions mentioned therein.

Absence of Depositphotos' actions on organization or control of accurate accomplishment of the provisions of this or associated agreements will not and can not be considered as a refusal from any rights or terms. This Agreement is intended for Supplier, and is also connected with executors, employers and legal representatives of the Supplier and can not be passed by the Supplier without prior written consent by Depositphotos. Depositphotos has the possibility to pass this Agreement to any other parties without the Supplier's consent if these parties agree with its terms.

Depositphotos' failure to insist upon or enforce strict performance of any provision of this agreement shall not be construed as a waiver or any provision or right. If any provision of the Agreement can not be fulfilled completely or partially at the territory of a certain country, and the parties are not able to come to an agreement, the parties agree to settle all such matters by judicial process. In this case the court may select the closest statutory provisions, according to which the provision of the Terms of Use can be fulfilled partially or in full.

This Agreement can be modified upon written consent of the parties or if Depositphotos places formulations of such modifications at the Site page. If the Supplier continues to place the material, or during 30 (thirty) days after placement and publication of the modifications and no notification regarding termination of the Agreement has been received, by Depositphotos, the modifications will be automatically considered accepted by the Supplier.

For any questions in connection with the provisions of this document, please contact Depositphotos using the contact information below.

Contact information:

e-mail: support@depositphotos.com

tel:
1-954-990-0075 (10 AM - 8 PM ET);

Or use this link: Contact us

IN ACCEPTING THIS AGREEMENT, THE SUPPLIER ACKNOWLEDGES THAT THE SUPPLIER HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND HAD AN OPPORTUNITY TO SEEK INDEPENDENT LEGAL ADVICE PRIOR TO AGREEING TO IT. IN CONSIDERATION OF DEPOSITPHOTOS AGREEING TO BE HIS/HER EXCLUSIVE AGENT FOR FURTHER ACCORDANCE OF THE LICENSE, SUPPLIER AGREES TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. SUPPLIER FURTHER AGREES THAT THIS IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN SUPPLIER AND DEPOSITPHOTOS, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN SUPPLIER AND DEPOSITPHOTOS RELATING TO THE SUBJECT OF THIS AGREEMENT.