SUPPLY AGREEMENT FOR NON-EXCLUSIVE SUPPLIER

This Agreement contains the terms by which image owners provide images on a non-exclusive basis to members of the Depositphotos community. 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 document, the terms of the Supply Agreement for Non-Exclusive Supplier shall govern.

This Agreement is a legal document between the User who supplies content to the Site (hereinafter "Supplier") and Depositphotos as the operator of Depositphotos.com (hereinafter “the Site”). The Supplier appoints Depositphotos as a non-exclusive agent for distribution and licensing of images created by the Supplier and placed on the Site (hereinafter “Materials”), such distribution and licensing to be in full accordance with the conditions and terms stated in 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 Depositphotos Users to access. Supplier agrees that such Uploading shall be in accordance with the procedures and rules of image Uploading as 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 upon the occasion of each Upload.

This Agreement contains the terms affecting the rights and responsibilities of the Supplier. By choosing the "I agree" item/button at the end of this Agreement, the Supplier confirms his/her consent to it.

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

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. Any material violation of the rules stated at the Site will be considered a violation of this Agreement.

The Supplier grants Depositphotos the right to be his/her non-exclusive agent for distributing licenses to the Material to third parties under Depositphotos' jurisdiction. For all Uploaded Materials, the Supplier delegates to Depositphotos and potential license-owners the rights of reproduction, use, publication, re-editing, compression, forwarding, placement, download, division, (re)packaging, creation, transfer, and sale of copies printed or created by other technology; to exposition, public demonstration and replication of the Materials. In addition, the Supplier grants the right and warranty of a lifetime, non-exclusive, non-negotiable (sub)license to end-users worldwide in full accordance with the terms of the Standard and Extended License Agreements, as further confirmed by the Supplier's consent to this document.

The parties acknowledge and confirm that all rights including the right to the name, copyright and other intellectual rights to Materials remain with the Supplier. Copyright, name and other intellectual rights to Materials do not pass to and are not granted to Depositphotos or Vendors in any way. Depositphotos does not distribute the Materials to any parties for resale or transfer of the license, except as mentioned in this Agreement and governed by the Standard and Extended License Agreements, or as information distributed for internal use by Depositphotos and Vendors.

Depositphotos reserves the rights to distribute Material not only on the Site directly, but also through affiliates, business partners and other third parties (hereinafter “Vendors”). Depositphotos reserves the right to grant or pass along to Vendors within separate agreements specific rights, constraints, obligations, licenses and other legal and business matters regarding images. Depositphotos has the implicit right to provide Vendors with access to the Materials accepted at the Site via its own program interfaces (API) or any other means sanctioned and approved by Depositphotos, provided such access does not breach the provisions of the Standard and Extended License Agreements. Regardless of the means Vendors or end-users use to acquire images or the specific channels through which images are made available to end-users, compensation to the Supplier for the license of his/her Materials will be the same as if Depositphotos had completed the transaction.

Notwithstanding the foregoing guarantee, Depositphotos and Vendors reserve the right to use accepted Materials for their own activities relating to the issue of licenses to Materials and promotion (including use of the Materials and (un)registered trademarks of the Supplier for advertising, marketing and sales purposes, electronic or otherwise, related to Depositphotos images). When Materials are used for the aforementioned activities, the Supplier will not receive compensation.

The Supplier acknowledges that Depositphotos limits and forbids Upload of any material violating the ownership right to a trademark, patent, copyright or other similar proprietary rights.

By Uploading materials, the Supplier asserts and confirms that he or she is an owner of all necessary rights to the Materials including the copyright. In addition, the Supplier warrants that prior to placement of Materials containing images of people, he/she has obtained all required permissions from all involved people via the Model Release Form given in the Standard License Agreement. In addition, the Supplier confirms that when permission is required to use images of recognizable property, he/she has obtained such permission from the owner of said property for the use of said images within the bounds of the present Standard or Extended License Agreement.

The Supplier acknowledges and agrees that neither Depositphotos nor its management, personnel, employees, partners, agents or affiliates shall be liable for direct or implied damages which occur as a result of purposeful or casual actions due to the usage of or inability to use any Materials offered at the Site.

Depositphotos shall pay the commission due for the material downloaded or otherwise received by buyers in accordance with the Supplier’s chosen purchase plan. The parties acknowledge that commissions and purchase plans may change at any time. At any time, if the valid 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 revoke this Agreement in accordance with the terms stated herein.

The commission is paid in accordance with the received payment for the purchased Material. The minimum payable amount is the equivalent of $50 (fifty USD). The Supplier acknowledges that his/her payment is subject to all required fees (including, but not limited to, taxes, legal fees and other similar fees described within this and other relevent Depositphotos Agreements), plus Supplier's debts, if any.

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 Uploads 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 the liability, to correct mistakes in materials as it sees fit.

The Supplier understands that the images provided by him/her under the terms of this Agreement may be purchased or licensed by buyers for 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, Vendors, licensees, licensors, or to the information clearly stated as confidential or which should be attributed as confidential, including but not limited 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, and 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 a clear written permission from Depositphotos to disclose or use any part of Confidential Information, except in cases directly stated in this Agreement.

By 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 Materials 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, Vendors, 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 the Uploading of any material through the 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 non-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 ability and right to terminate this Agreement at any time. For this purpose he/she should send notification to Depositphotos at least 30 (thirty) days in advance of the proposed termination date, via e-mail to the support@depositphotos.com, using the form at the Depositphotos web page Contact us or notify Depositphotos in writing by any other reasonable means, which could allow Depositphotos sufficient time to confirm the Supplier’s identity and the actuality of his/her intention. Depositphotos can also terminate the Agreement at any moment and for any reason, giving notification to the Supplier via e-mail to the last known e-mail address of the Supplier at least 30 (thirty) days in advance of the proposed termination date. If the Supplier’s membership is terminated by Depositphotos in accordance with the terms of the Membership Agreement, such termination shall be deemed sufficient notification and implicit termination of this Agreement.

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

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 or 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 ability and right to delete/suspend 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 under this Agreement concerning the Supplier's legal capacity and identity or ownership of copyright to the Materials;
2. The Supplier has not exhibited 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 authorities granted under this agreement, Depositphotos shall cease collaboration in the following ways:

1. During the 30 (thirty) days prior to the Agreement termination, Depositphotos shall remove from the Site all images and Materials Uploaded by the Supplier;
2. Notwithstanding the fact of termination, Depositphotos has the ability and right to continue the licensing of any already accepted Materials until their 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 pay compensation due to the Supplier for licenses issued to Purchasers during the transitional period in accordance with all the rights stated in this Agreement or required by law.

Upon termination of the Agreement and closing of the Supplier’s account, Depositphotos reserves the right to retain all amounts due to the Supplier and to deduct from this sum a reasonable administrative fee for servicing the Supplier's account (including procedures of establishment and termination). If at the time of the account closure the balance of the Supplier’s account is more than the minimum amount eligible for payout through our usual payment processing system, the compensation will be paid in the usual manner when the Supplier files a payout request using standard system procedures.

Notwithstanding any other provisions of this Agreement, termination or expiration of the Agreement shall not change the obligations of the Supplier or Depositphotos.

Termination of this Agreement shall be made without prejudice to the rights of Depositphotos, defenses, and limitation of liabilities defined and guaranteed by this Agreement, Usage Terms, and 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), or 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, or 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 arising 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 means, the total amount of Depositphotos’ liability shall be limited to the compensation that Depositphotos receives for non-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 USD (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 Site users. 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 lowest amount permitted by law

The Site is operated, managed and controlled by Depositphotos, Inc., principally located in the state of Florida, USA. The Site is accessible for use in any country of the world. Since the regulatory systems of all countries have unique laws and subordinate acts that may differ from the laws governing the state of Florida, by entering the Site, the Supplier agrees that this Agreement is governed by the laws of Florida, 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 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 the event 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.

This Agreement is intended for the Supplier, and is also connected with executors, employers and legal representatives of the Supplier and cannot be passed by the Supplier without prior written consent by Depositphotos. Depositphotos has the ability to pass this Agreement to any other parties without the Supplier's consent if these parties agree with its terms.

DepositPhoto’s 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 this 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 this Agreement can be fulfilled partially or in full.

This Agreement can be modified upon written consent of the parties or if Depositphotos publishes modifications on the Site. If the Supplier continues to place Materials on the Site, 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

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 NON-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.