Contributor Agreement

Version 1.3. Valid from 12/12/2005.

If Images Contributor Agreement

This document describes the terms and conditions of cooperation between you ("Contributor") and If Images (trading name of DNS Europe Ltd).

This is a legal agreement, which Contributor is accepting by ticking the "I accept the contributor agreement" box during the registration process. In the event that If Images is completing the registration on behalf of the Contributor and with Contributor's consent, the agreement becomes valid when an If Images employee completes the registration and ticks the "I accept the contributor agreement" box.

If Images reserves the right to change details of this agreement at any time, with a 30 days prior notice. Changes will be posted at If Images website, next to the previous versions of the Agreement, which will remain published. If Contributor does not agree with the new Agreement, he/she can terminate it and his/her artwork will be deleted from If Images online system after the 60 days deletion period.

1. Description of Service

1.1 If Images provides services to offer licensing of Contributor's artwork (photographs and illustrations) to third parties.

1.2 If Images will publish the artwork on its website and offer it for licence to customers, either as Royalty Free or Rights Managed, as per instructions from Contributor.

1.3 If Images will accept the payments from customers, deduct its commission and remit the balance minus payment fees (if applicable) to Contributor. If Images' commission depends on the licensing model. Method of payment is per Contributor's instructions.

1.4 If Images' commission will always be based on percentage of the Image Price offered to Customers. The exact percentage depends on the licensing model.

1.5 Contributor supplies his/her images on a non-exclusive basis and can sell his/her images in any other way.

1.6 Contributor can select the price for his/her artwork from one of the available options offered by If Images, depending on the licencing model.

1.7 Contributor selects the licensing model - Royalty Free or Rights Managed.

1.8 Contributor can remove any image from the system after a 60 days notice to If Images.

1.9 Contributor updates and maintains his/her own section of If Images online system and maintains the information on any image. In the event of a sale outside the If Images system, which may effect the availability of an image on If Images system, it is Contributor's responsibility to inform If Images.

2. Acceptance of Images

If Images reserves the right to accept or reject any image submitted by the Contributor.

3. Transaction reports, Fees and Payments

3.1 If Images will charge customers and deduct its commission. The balance will represent the Contributor's fee.

3.2 Contributor will be able to review all sales and balances in his/her Contributor Account area of If Images website. Each individual sale will be shown, including image IDs, type and details of licence, customer's charge, If Images commission and the contributor's fee. Contributor can create various types of custom reports. A transaction will enter the system as soon as it is processed and the payment has reached the If Images bank account.

3.3 Contributor may request the remittance of all, or part of the balance, at any time. The fees minus the payment charges will be transferred to Contributor's account within 7 days, but only after expiry of any mandatory cancellation period (14 days cancellation period is offered to customers for purchase of Rights Managed images). Contributor can select the method of payment to its account.

3.4 In the event of over-payment to Contributor's account as a result of an error:

• In case of the amounts up to �500, If Images may recover by debiting the Contributor's account for the sum in question.
• In case of sums greater than �500, If Images reserves the right to request the return of the payment from the Contributor.

4. Tax and Self-billing

4.1 During the registration process, the Contributor will confirm which territory he/she is tax resident in. In the event of change of Contributor's tax residence, the Contributor must immediately notify If Images.

4.2 Where Contributor is based in the UK, during the registration process, the Contributor must also complete a declaration confirming whether he/she is registered for Value Added Tax (VAT) in the United Kingdom.

4.3 If Images will self-bill the Contributor prior to paying any royalties. A self-billing invoice will include Contributor's name and address. A copy of the self-billing invoice will be sent to the Contributor.

4.4 Where Contributor is registered for VAT, If Images will issue a full VAT self-billing invoice prior to paying any royalties. VAT will also be added to any royalties payable to the Contributor. A copy of the self-billing invoice will be sent to the Contributor.

4.5 If it is subsequently found that the Contributor was not VAT registered or has failed to provide accurate and current information relating to his or her VAT status, then the Contributor shall immediately on demand by If Images repay any VAT paid over incorrectly (together with any interest and penalties incurred by If Images).

4.6 Where Contributor is tax resident in an overseas jurisdiction, If Images will deduct withholding tax from the royalties paid in accordance with the terms of the double tax treaty between the UK and the relevant overseas jurisdiction, where applicable.

4.7 The Contributor must immediately notify If Images in the event of change in his/her Contributor's tax residence.

4.8 If for any reason the Contributor is not entitled to benefit from the reduced rate of withholding tax under the treaty, including, without limitation, where the Contributor supplies incorrect information regarding the tax status, the Contributor shall immediately on demand by If Images pay to If Images any additional withholding tax due, together with any associated interest and penalties incurred by If Images.

4.9 The self billing agreement will expire in line with the end of the Contributor contract.

5. Breach of Licence by Customers

5.1 The Contributor recognises that If Images will not have obligation to verify Customer's financial position or character. In the event of a Customer's breach of licence, the Contributor may take action against the Customer, or request If Images to take action. Where Contributor takes action against a Customer, If Images will supply the Contributor with available information on that Customer and testify in any action which may be brought by the Contributor by verifying the terms of the contract entered. Contributor will indemnify If Images for all of the expenses of any such action including the costs of If Images legal and other advisers.

5.2 Where Contributor requests If Images to take legal action against a Customer, If Images will (but will not be obliged to) make claims and take actions as may be necessary. Fifty percent of all amounts recovered by If Images (after first deducting fees and expenses incurred by If Images in connection with the action) will be paid to the Contributor.

5.3 Where If Images incurs legal and other costs relating to an outstanding amount owed by a Customer, these costs will be recovered by If Images first, before accounting to the Contributor. If a debt by a Customer is only partially cleared, If Images will recover its specific costs first and then divide the remaining amount between the Contributor and If Images in line with the commission schedule.

6. Fraud

6.1 In the event of a credit card fraud by a customer (e.g. use of a stolen credit card), and if the Contributor's fee for the transaction has already been paid into the Contributor's bank account, If Images may recover part of its loss by debiting the contributor's If images account for the amount of the contributor's fee for the said transaction.

7. Warranties and Representations by Contributor

7.1. The Contributor has responsibility to submit in detail all Licence restrictions and all Prior Rights applicable to each Image.

7.2. Except for the existence of Prior Rights, the Copyright Owner is the sole owner of the entire copyright and all other intellectual property rights throughout the world regarding the Image.

7.3. Contributor does not require permission of any third party to enter into this contract. Contributor is entitled to supply all images to If Images free from any claims by third parties of any nature.

7.4. The Contributor warrants that all information he/she gives to If Images will be true and accurate.

7.5. Any information supplied with any Image or for use on the If Images website is accurate and does not infringe the rights of any third party, and is not defamatory or pornographic. None of the Images or the captioned information is defamatory, pornographic or otherwise unlawful.

7.6. Any information supplied for display with any Image, including but not limited to captions, keywords and descriptions, does not include information not pertaining to the specific Image itself including but not limited to contact details, web addresses, copyright and rights management information.

7.7. Where the Contributor has indicated that a Release is available he/she must have access to that Release and must be able to make the original available to If Images on request.

7.8. The Contributor agrees to indemnify If Images against all losses, damages, expenses and costs (including legal costs) arising out of any breach of this warranty, including without limitation where the Contributor has stated there is a Release for an Image but no such Release exists, or where the Contributor has stated information regarding the Release which proves to be incorrect.

7.9. The Contributor will not supply to If Images any image which is the same or similar to any of the Contributor's images that have been supplied to a third party where the supply of such Image would conflict with any exclusive arrangement between the Contributor and a third party.

7.10. All Images submitted by the Contributor are available free of charge to If Images to be used in any promotional material. Images may be used in any media format, without prior consent or approval from the Contributor. Where Images are used to promote If Images, If Images will make efforts to provide a photo credit to the Contributor, but If Images cannot guarantee a photo credit and will not be held liable if one is not made or is made in a different format from that requested by If Images.

7.11. The Contributor has the responsibility to update the System at all times. If the Contributor gives If Images permission to update the system, or if If Images updates the System as it is aware of an error on the Contributor's details, If Images shall not be liable for failure to do so or for any mistakes it may make. It is the Contributor's duty to check for any updates.

7.12. The Contributor has the responsibility to supply If Images with a correct email address.

8. Pricing

8.1 If Images offers several pricing bands for Royalty Free images to Contributors. The Contributor can select the pricing band for his/her royalty free images.

8.2 Prices for Rights Managed images will depend on the type of licence. A pricing calculator on the if Images website can be used to calculate the price for a specific licence.

8.3 If Images will offer the same images in different currencies. This may cause fluctuation in the royalties for the contributor for the same image.

8.4 All royalties will be calculated as a percentage of the sale price on the date of sale, payable in Pounds Sterling. The currency exchange rate on the day of sale will be used to calculate royalties.

8.5 If Images may occasionally offer discounts to its customers on all or some types of images, without prior consent from the Contributor.

9. Credits and Promotions

9.1 If Images customers who use images for editorial purposes will be instructed to credit the photographer/If Images.

9.2 If Images cannot guarantee a photo credit in any instance, and will not be held liable if a photo credit is not made, or if it does not show the Contributor's name.

9.3 If Images may use the name of any Contributor to advertise and promote the system and the brand.

9.4 Contributors may use If Images trade marks in any lawful promotion or publicity without prior written consent from If Images. Pornographic, defamatory or other unlawful use including use in unsolicited electronic communications is not permitted.

9.5 The Contributor grants to the Customer the right to alter their Images providing it is not pornographic, defamatory or otherwise unlawful.

10. Loss of Images

10.1 As all images will be kept electronically, downtime is a possibility. In the event of a loss or damage of any image due to a failure of the system, If Images will have no liability to any Contributor or Copyright Owner.

11. Liability of If Images

11.1 Liability of If Images for negligence or breach of any of the provisions of this agreement shall not exceed the total commission payable to If Images during the 12 month period preceding the negligence or breach, provided that this shall be deemed to be no less than �500 and no more than �5,000, or be claimed more than 12 months after the date of the alleged breach.

11.2 If Images will have no liability to the Contributor by reason of any representation (unless fraudulent) or any implied warranty, condition or other term, or any duty at common law, or under the express terms of this Agreement for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims which arises out of or in connection with this Agreement.

12. Termination

12.1 The Contributor may terminate this contract on 60 days prior notice to If Images at any time, or immediately by written notice to If Images if:

• If Images is in material breach of this contract having (if the breach is capable of remedy) failed to comply with a 30 days' notice in writing requiring If Images to remedy such breach
• If Images enters into liquidation
• If Images ceases to carry on its business

12.2 If Images may terminate the contract at any time on giving 3 months' written notice to the Contributor, or immediately on written notice to the Contributor if:

• Contributor is in material breach of this contract having (if the breach is capable of remedy) failed to comply with a 30 days' notice in writing requiring the Contributor to remedy such breach

12.3 On termination, If Images will delete all images submitted by the Contributor. If Images will not return any images or any data relating to the images to the Contributor.

12.4 After the termination, the Contributor and the Copyright Owner will not enter into any Licence which may conflict with any Licence granted during the period of this contract by If Images.

13. Binding Effect

This contract will be binding upon If Images and the Contributor and their respective successors. The Contributor may only assign the contract with the prior written consent of If Images.

14. Entire Agreement

This contract constitutes the entire agreement between If Images and the Contributor and supersedes any prior agreement or arrangement.

15. Notices

15.1 Any notice under this contract may be sent electronically, or by registered delivery to the email or postal address notified by each party to the other.

15.2 Any notice sent by If Images to the Contributor's email address shall be deemed to have been served on the Contributor whether or not such notice is actually received by the Contributor.

15.3 If Images may also serve notice on the Contributor by a prominent display on its website.

16. Applicable Law

This agreement is governed by the laws of England and Wales whose courts are the courts of exclusive jurisdiction.

17. Fees

If Images will not charge contributor any storage, catalogue inclusion or image processing fees for a lifetime of this contract.

	ifOne*	ifTwo*	ifThree**
Commission rates	35%	25%	35%
Storage fees, catalogue fees	None
Payment frequency	On request - any time, any amount ***
Payment processing fees	None ****

* Applicable to contributors registered by 11/12/2005
** Applicable to contributors registered from and including 12/12/2005
*** Payable after the mandatory cancellation period
***** Bank charges are payable by Contributor.