Depositphotos Inc., a Delaware corporation and its affiliates (collectively, the “Depositphotos”) 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 Depositphotos and Contributors. It is an addition to the Depositphotos 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.
Contributor grants Depositphotos a perpetual, nonexclusive, worldwide, transferable, sublicensable, fully paid, royalty-free right and license to:
Depositphotos assumes the rights and authority granted by Contributor under this Agreement, but has no obligation to distribute, license, commercialize or otherwise use Files.
Depositphotos will distribute Files to third parties directly and indirectly under various types of paid and free agreements, as approved by Depositphotos. 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.
Depositphotos 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.
Depositphotos will license and otherwise distribute Files both directly on the Website and indirectly through third-party resources and services. For such licensing and distribution, Depositphotos will enter into separate agreements with such third parties on the terms approved by Depositphotos. 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 Depositphotos’ support team. Such withdrawal will not apply retroactively.
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 Depositphotos to use Files with or without Contributor’s name and reference indicated together, or with any other name or reference, and authorizes Depositphotos 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 Depositphotos 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 Depositphotos’ team, etc. Pending the resolution of such Claim, Depositphotos may suspend Contributor’s accounts and withhold Contributor’s compensations under this Agreement in the amount determined at Depositphotos’ 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 Depositphotos or otherwise acquired rights to 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 Depositphotos, 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 or other technologies approved by Depositphotos (e.g., FTP). Before uploading any Files, Contributor must ensure that:
Contributor must periodically review Depositphotos’ 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. Depositphotos 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.
Depositphotos 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.
Depositphotos has no ability to control all uploads on the Website or any other exchange of information or data on the Website. Depositphotos reserves a right to take any File down from the Website and suspend or terminate any Contributor’s accounts when Depositphotos deems necessary, with or without explanation of reasons. Depositphotos also retains the right to correct errors and edit information in Files.
Depositphotos 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 Depositphotos’ 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 Depositphotos or third parties, mechanisms of payments due to Depositphotos, sizes of Files being purchased, scope of authorized use, and other individual contractual terms. Depositphotos has no obligation to (i) inform Contributor about the details of deals made by Depositphotos 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 Depositphotos. Contributor agrees that, based on the type and terms of specific deals, Depositphotos may elect to calculate fixed compensations per File or apply different formulas to fairly compensate its Contributors.
Depositphotos determines pricing for licenses and other products at its sole discretion. Depositphotos 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 Depositphotos 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. Depositphotos has no duty to compensate Contributor until the accrued amount of compensation reaches the established minimum payment amount.
Compensation under this Agreement is the sole remuneration due from Depositphotos for licensing Files, and Depositphotos will not be liable for any fees, expenses, commissions, damages (including actual, indirect, special, or consequential damages), royalties or other payments to Contributor or third parties, whether incurred before creation of Files or as a result of their creation, submission or use, including payments to any organizations or societies collecting or administering royalties on behalf of creators.
Depositphotos may be required to withhold taxes from Contributor’s compensation, depending on Contributor’s country of origin, information supplied by Contributor and information supplied by tax authorities. Contributor acknowledges that Depositphotos is obligated to make tax deductions and provide documentation as required by law.
Contributor represents and warrants that:
Depositphotos represents and warrants that it has the power and authority to enter into and perform this Agreement.
DEPOSITPHOTOS 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. DEPOSITPHOTOS MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER OTHER THAN THOSE EXPRESSLY MADE IN THIS AGREEMENT.
Contributor will indemnify, defend, release and hold Depositphotos 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.
Depositphotos 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 Depositphotos unless Contributor unconditionally releases Depositphotos of all liability. Depositphotos’ failure to give prompt notice will not relieve Contributor from indemnification obligations set forth herein. Depositphotos will give the Contributor an opportunity to defend the Claim with counsel reasonably acceptable to Depositphotos. If for any reason Contributor does not elect to or fails to defend a Claim, Depositphotos 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 DEPOSITPHOTOS IN CONNECTION WITH THIS AGREEMENT AND DEPOSITPHOTOS’ 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).
Either Party can elect to terminate this Agreement at any time. Depositphotos can terminate this Agreement or suspend Contributor accounts with no prior notice. Depositphotos can retain Contributor’s compensation as liquidated damages if Depositphotos 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 Depositphotos an advance written notice.
Files will not be removed from the Website immediately following termination or a request for withdrawal. Depositphotos 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. Depositphotos 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 Depositphotos 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, Depositphotos 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 Depositphotos to any third party, or other agreements related to Contributor’s Files made by Depositphotos 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 DEPOSITPHOTOS 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 DEPOSITPHOTOS OR CONTRIBUTOR OR FOR ANY OTHER REASON WHATSOEVER BASED UPON OR ARISING OUT OF SUCH TERMINATION.
Confidentiality. Certain information obtained by the Contributor under this Agreement may be confidential, personal, and/or valuable to Depositphotos, 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 Depositphotos’ prior written authorization.
Electronic communications. All communications between Depositphotos 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 Depositphotos.
Governing law. This Agreement is deemed to have been executed in, and will be exclusively governed by and interpreted in accordance with the laws of the State of New York, excluding choice of law rules. Jurisdiction and venue for any claim or cause of action whether in law or equity, arising under or relating to this Agreement will be brought exclusively in the state or federal courts located in New York County, New York, and both Parties hereby consent to such jurisdiction and venue for this purpose. United Nations Convention on Contracts for the International Sale of Goods does not apply to or otherwise affect this Agreement.
CLASS ACTION WAIVER.WHERE PERMITTED UNDER THE APPLICABLE LAW, CONTRIBUTOR AND DEPOSITPHOTOS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. Unless both Depositphotos and Contributor agree, no judge may consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding.
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 Depositphotos.
Assignment. Contributor will not assign, transfer or otherwise dispose this Agreement in whole or in part to any third party without Depositphotos' prior written consent. Depositphotos may with no prior notice to Contributor: (i) assign, transfer and/or dispose this Agreement in whole or in part to any Depositphotos' affiliates and/or subsidiaries; and (ii) appoint any of Depositphotos' affiliates and/or subsidiaries to perform this Agreement fully or in part on behalf of Depositphotos. 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. Depositphotos reserves a right to change any of the terms of this Agreement at any time at Depositphotos’ 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.
“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 Depositphotos 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 depositphotos.com including the accompanying hardware, software, applications, databases, files, interfaces, algorithms, users and their data.
Last update: February 15, 2024. This update replaces all prior versions.
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