THE FOLLOWING TERMS OF SERVICE ("TOS") IS A LEGALLY BINDING, NON-EXCLUSIVE AGREEMENT BETWEEN YOU AND FOTOARABIA ("FOTOARABIA"). PLEASE READ THE TOS CAREFULLY AND BE SURE YOU UNDERSTAND IT FULLY. THE TOS, WHICH MAY BE AMENDED FROM TIME TO TIME, DESCRIBES AND CONTROLS YOUR LEGAL RELATIONSHIP WITH FOTOARABIA, THE RIGHTS YOU ARE GRANTING TO FOTOARABIA IN ANY PHOTOGRAPHS, IMAGES, VECTORS OR OTHER MEDIA TOGETHER WITH ANY ASSOCIATED KEYWORDS, METADATA AND/OR TITLES SUBMITTED BY YOU TO FOTOARABIA (COLLECTIVELY, "CONTENT") AND WHAT USES FOTOARABIA MAY MAKE OF THE CONTENT. THIS DOCUMENT ALSO EXPLAINS YOUR OBLIGATIONS TO FOTOARABIA AND FOTOARABIA'S OBLIGATIONS TO YOU; INCLUDING THE OBLIGATION TO PAY YOU AS HEREINAFTER SET FORTH.
FOTOARABIA RESERVES THE RIGHT TO MODIFY THESE TERMS AT ANY TIME AND COMMUNICATE SIGNIFICANT CHANGES TO YOU IN A TIMELY MANNER. YOU AGREE TO BE BOUND BY ALL SUCH CHANGES. IF YOU DO NOT AGREE WITH ANY OF THE CHANGES PLEASE REMOVE FROM FOTOARABIA ALL OR THAT PORTION OF YOUR CONTENT TO WHICH YOU DO NOT WISH THE CHANGES TO APPLY.
FOTOARABIA OPERATES A MARKETPLACE FOR STOCK MEDIA. FOTOARABIA'S CUSTOMERS PAY A FEE TO LICENSE CONTENT FROM THE FOTOARABIA WEBSITES (COLLECTIVELY, "FOTOARABIA WEBSITES"). CUSTOMERS MAY MAKE BROAD USE OF LICENSED CONTENT AND ARE UNDER NO OBLIGATION TO INFORM FOTOARABIA OR YOU OF THE USES MADE OF ANY CONTENT.
By submitting any Content to FotoArabia, you hereby grant FotoArabia a worldwide, non-exclusive right and license to reproduce, prepare derivative works incorporating, publicly display, market, sublicense and sell any Content uploaded by you and accepted by FotoArabia, until this Agreement is terminated as herein provided. You further grant FotoArabia a worldwide, non-exclusive right to use your name, username and Content in connection with FotoArabia's marketing and promotional activities without the payment of any compensation to you. FotoArabia, in the exercise of its discretion, may refrain from any or all of the foregoing without any liability to you. You expressly waive any artists' authorship rights or any droit moral that you would otherwise have under the copyright laws or similar laws of any jurisdiction. You also give permission to FotoArabia to add, modify or remove information related to your Content in order to manage and license such Content.
FotoArabia shall have the right, but not the obligation, to license all Content to its customers for use in accordance with FotoArabia's licenses and/or any other licenses FotoArabia may grant or agreements FotoArabia may enter into from time to time. Said licensing terms are deemed incorporated into and made a part of the TOS by this reference. Please note, in the event that changes are made to any of the foregoing licenses, those changes will only affect customers who subscribe to FotoArabia or renew their subscriptions after the effective date of the changes to those licenses.
If you are a resident in a country where you are sponsored to live and work and shall you need a permit or a no-objection letter, for you or your models in order to submit content to FotoArabia, you accept that FotoArabia is not responsible in any form, for obtaining a permit or a no-objection letter for you and/or for your model and is not responsible for any issues that might arise in this regard.
Ownership of Content
The copyrights in and to all Content remain with the owner of such copyrights. Nothing contained herein shall be construed to transfer any copyrights to FotoArabia.
- You agree to provide valid and accurate model releases for all Content you contribute to FotoArabia that, in FotoArabia's judgment, contains an identifiable face or identifiable human figure or other identifiable attribute. Content without a model release that depicts an identifiable person may be accepted for "Editorial Use Only" by FotoArabia in its sole discretion. You agree that you are solely responsible for retaining all original model releases and maintaining complete and accurate model release records. Model releases are to be electronically delivered to FotoArabia with the Content. The submission of falsified, inaccurate or otherwise defective model releases is a material breach of the TOS and can result in the immediate termination of your account without notice. Model releases submitted by you shall not contain any terms inconsistent with the TOS or contain any restrictions not contained in the FotoArabia Model Release. If you are in a country where your model is sponsored and needs a permit or a no-objection letter from the sponsor please note that such form is NOT to be submitted to FotoArabia.
- You agree that FotoArabia may furnish redacted model releases to customers, in order to respond to any potential or actual legal action or comply with applicable laws, regulations, and/or union reporting requirements.
FotoArabia has the right to refuse to establish an account or to close any existing account, for fraud, intellectual property infringement, violation of a third party's rights including those of privacy or publicity, artificially inflating downloads, submission of material that is obscene in nature, violent or that might be construed as defamatory, failure to comply with FotoArabia's guidelines as may be amended from time to time, for any breach of the terms of this or any other agreement that you have with FotoArabia, or for convenience.
- FotoArabia will terminate your account no later than ninety (90) days following its receipt of a written request from you. For the sake of clarity, before the termination of your account is made effective by FotoArabia, your Content will remain available for license by FotoArabia customers. Notwithstanding the foregoing, in the event that FotoArabia materially modifies the TOS and does not provide you with thirty (30) days prior notice, you may terminate your account within thirty (30) days of the effective date of such modifications.
- You may remove Content from your account at any time, provided that in any ninety (90) day period, you remove no more than (i) 100 items of Content and (ii) 10% of your Content, whichever is greater.
- If your account is terminated for any reason you must obtain written authorization from FotoArabia prior to establishing another account. You may not have more than one active contributor account at any time without the written consent of FotoArabia in each instance. If such consent is granted, you may not submit identical Content to more than one account.
FotoArabia has the right to refuse to accept or to remove Content from the FotoArabia Websites for any reason. Content will be removed if FotoArabia believes that the Content will subject FotoArabia or any of its officers, managers, directors or employees to legal action or if the Content violates the TOS. Notwithstanding the foregoing and subject to FotoArabia's discretion, Content removed by you for any reason may be available for license to those customers that previously downloaded "comp" versions of the removed Content.
- FotoArabia shall use reasonable efforts to cause Content removed from FotoArabia Websites to be removed from the websites of any FotoArabia affiliates (including co-branded websites) within sixty (60) days of the removal of the subject Content from the FotoArabia Websites.
- Licenses issued by FotoArabia for any Content that is later removed from the FotoArabia Websites will remain in full force and effect.
- FotoArabia may advertise and/or market your Content on social media platforms including Facebook, Instagram, Tumblr, Twitter, and similar sites and the applications related thereto.
By submitting any Content to FotoArabia, you acknowledge that you will acquire certain confidential information, including but not limited to royalty rates, royalty payments and earnings data (collectively, "Confidential Information"). Confidential Information shall not be disclosed to any third party other than representatives, agents, attorneys, accountants, auditors and advisors with a bona fide need to know, who shall first agree to keep the terms confidential.
FotoArabia shall pay you a royalty for each unique download of Content for which FotoArabia receives payment. If a customer downloads the same item of Content more than once, you will be paid once only.Royalty payments and accompanying statements will be issued monthly, on or about the 15th day of each month for the previous month's downloads. Payments are automatic and do not need to be requested.
- There is a minimum payout rate of Seventy Five US Dollars (USD 75.00) per accounting period for electronic payments, which FotoArabia may modify upon thirty (30) days written notice to you. If you request that payments be made to you by check, the minimum payment is Five Hundred US Dollars (USD 500.00) per accounting period. If during an accounting period, you haven't accumulated Seventy Five US Dollars (USD 75.00) or Five Hundred US Dollars (USD 500.00) in royalties, and/or other compensation, as applicable, your compensation will be brought forward into the next accounting period. If you cancel your account prior to accrued earnings in your royalty account totaling Seventy Five US Dollars (USD 75.00) or Five Hundred US Dollars (USD 500.00) in royalties, as applicable depending upon your selected method of payment, such royalties will be forfeited by you.
- If your account is terminated for a breach of the material terms of the TOS, in addition to its other rights at law or in equity, FotoArabia shall have the right to retain any royalties and/or other compensation otherwise payable to you hereunder as liquidated damages.
- You may not use the FotoArabia service as a means of transferring your Content to a single customer or to a small number of customers nor may you download your own Content. Such activity constitutes a material breach of the TOS. If you engage in such activity, FotoArabia may avail itself of all rights it has hereunder, including but not limited to terminating your account and/or retaining any accrued but unpaid royalties.
- If you are credited with a download or downloads and FotoArabia thereafter issues a refund to the customer(s) that downloaded any or part of your Content, FotoArabia shall have the right to deduct royalties credited to your account and allocated to such refunded subscriptions. Credit card chargebacks will be treated in the same manner as refunded subscriptions. FotoArabia does not deduct the amount credited to your account for refunds and chargebacks in connection with any license, but it reserves the right to change this policy at any time. Such change shall not constitute a material modification to the TOS. FotoArabia shall notify you of any such change with an announcement on your login page. If FotoArabia makes an overpayment of royalties or other compensation to you for any reason, FotoArabia shall have the right to deduct the amount of such overpayment from your accrued royalties or to demand the immediate repayment of such overpaid royalties or other compensation.
- If you refer other content contributors to FotoArabia and the contributor identifies you to FotoArabia as the referring party pursuant to FotoArabia's referral program, you will be paid a royalty as set forth on the Earnings Schedule. Any referrer royalties credited to your account from a subscription that is later refunded or charged back to FotoArabia will be deemed to be an overpayment of royalties to you. FotoArabia reserves the right to withhold payments due to you under the FotoArabia referral program for up to 90 days from the date the referred contributor establishes its FotoArabia account.
- If you refer a customer to FotoArabia and the customer identifies you to FotoArabia as the referring party, your royalty account will be credited as specified on the Earnings Schedule. You will not receive a royalty for any renewals or subsequent purchases by the customer you referred. Any referrer royalties credited to your account from a subscription that is later refunded or charged back to FotoArabia will be deemed to be an overpayment of royalties to you. FotoArabia reserves the right to withhold payments due to you under the FotoArabia referral program for up to 90 days from the date the referred customer establishes its FotoArabia account.
- If you receive your payments through an online payment processing service (e.g., Paypal or Moneybookers) you may not share your online payment processing service account with another FotoArabia contributor. FotoArabia's obligation to make payment to you hereunder shall be fulfilled by making payment to the online payment processing service designated by you.
For the purposes of the TOS, the term, "Trademark(s)" means all common law or registered trademarks, logos, service marks, trade names, Internet domain names, or other indications of origin now or in the future used by FotoArabia
- Nothing contained herein grants or shall be construed to grant you any rights to use any FotoArabia Trademarks.
- You agree that you will not use FotoArabia's Trademarks in any manner that might tarnish, disparage, or reflect adversely on such Trademarks or FotoArabia. Nor will you contest or otherwise challenge (e.g., in any legal action or otherwise), or assist or encourage any other person or entity to contest or challenge, the validity of any of FotoArabia Trademarks or the Trademark rights claimed by FotoArabia.
- You agree that you will not use any FotoArabia Trademarks or any variant thereof including misspellings) as a domain name or as part of a domain name regardless of the top-level domain, as part of a blog name or social media handle or channel, or as a metatag, keyword, or any other type of programming code or data.
- You may not at any time, adopt or use, without FotoArabia's prior written consent any word or mark which is similar to or likely to be confused with FotoArabia's Trademarks.
- The look and feel of the FotoArabia Websites, including all page headers, custom graphics, button icons, and scripts, is the trade dress and/or trademark or service mark of FotoArabia and may not be copied, imitated or used, in whole or in part, without the prior written consent of FotoArabia.
- You may not use FotoArabia Trademarks, logos, images or other proprietary graphics of FotoArabia to link to the FotoArabia Websites without the prior written consent of FotoArabia.
- You may not frame or hotlink to the FotoArabia Websites or to any item of Content other than your own without the prior written consent of FotoArabia.
- All rights in and to FotoArabia's Trademarks not expressly granted to you hereunder are reserved by FotoArabia.
Photo Submission Guidelines
You agree to follow FotoArabia's Contributor Guidelines. The submission of Content that does not adhere to FotoArabia's Contributor Guidelines may result in the termination of your FotoArabia account. The terms of FotoArabia's Contributor Guidelines are deemed incorporated into and made a part of the TOS by this reference.
Copyright Infringement Claims
While FotoArabia takes commercially reasonable steps to ensure that the rights of its Contributors are not violated by customers or other parties, FotoArabia has no obligation to pursue legal action against any alleged infringer of any of your rights in and to any Content. You hereby grant FotoArabia the right and authority to take such steps as FotoArabia deems commercially reasonable to protect FotoArabia's rights in the Content. FotoArabia recommends that you register all of your Content for copyright protection, as such registration is generally a prerequisite to commencing an action for copyright infringement.
Representations and Warranties
You represent and warrant that:
- you have the full right, power and authority to enter into this agreement and to fully perform all of your obligations hereunder;
- you are under no legal disability or contractual restriction that prevents you from entering into this agreement;
- the Content and all parts thereof are owned and/or controlled by you, unencumbered and original works and are capable of copyright protection in all countries where copyright or similar protection is available;
- if the Content consists in whole or in part of design elements, fonts, clipart, sprites, vectors, brush tools and the like that are included in design programs (e.g., Photoshop, Daz, Illustrator) by uploading such Content to FotoArabia, you warrant and represent that the end user license agreement, terms of service or the equivalent license held by you does allow you to incorporate such elements in Content created by you, and to license such Content to FotoArabia for the purposes set forth herein;
- the Content is neither obscene nor defamatory and does not infringe the copyright or any other rights of any third party, including, without limitation, trademark rights and the rights of privacy and publicity;
- there is no suit action or claim or other legal or administrative proceeding now pending or threatened which might directly or indirectly affect the Content or which might in any way impair the rights granted by you hereunder; and
- you will not transmit unsolicited emails or engage in so-called "spamming" to publicize or promote your relationship with FotoArabia or the sale of your Content - nor will you advertise or otherwise publicize your relationship with FotoArabia, nor will you use FotoArabia's Trademarks through the use of search engine advertising and/or marketing. You acknowledge that such advertising might infringe on the intellectual property rights of FotoArabia and/or third parties. In addition to its other rights and/or remedies under the TOS, FotoArabia shall be under no obligation to pay you any referral fees or other compensation if you violate the terms of this subparagraph.
FotoArabia represents and warrants that:
- it has the power and authority to enter into this agreement and to fully perform all of its obligations hereunder; and
- upon making or learning of any claim that is inconsistent with any of the warranties or representations made by you, FotoArabia shall send you written notice of such claim, using the email address provided by you to FotoArabia, specifying the details of the claim as then known to FotoArabia. Pending the determination of such claim, FotoArabia may withhold from royalties and/or other compensation due to you hereunder, such sums as are reasonably related to the probable value of the claim as determined by FotoArabia. You will cooperate fully with FotoArabia in the defense of any such claims. You may participate in the defense of any claim through counsel of your selection at your own expense.
You agree to indemnify and hold FotoArabia harmless from and against any and all claims, losses, damages, costs and expenses (including reasonable attorneys' fees and disbursements) arising out of any breach or claimed breach of any of your representations or warranties or any of your obligations under the TOS. You will only be liable for any incidental, consequential, or special damages in the case of third party claims.
- FotoArabia shall indemnify and hold you harmless from and against any and all claims, losses, damages, costs and expenses (including reasonable attorneys' fees and disbursements) arising out of any breach or claimed breach of any of FotoArabia's representations or warranties or any of FotoArabia's obligations pursuant to the TOS, provided that, except in the case of third party claims, FotoArabia shall not be liable for any incidental, consequential, or special damages.
- If FotoArabia is the indemnifying party, it shall defend such claims, control litigation, and settle claims in its sole discretion. If a settlement creates a financial obligation for you, it shall require your written consent, which will not be unreasonably withheld or delayed by you. If you are the indemnifying party, FotoArabia shall have the right but not the obligation to assume control of any litigation.
When indemnification is sought due to a legal claim by a third party, the indemnified party shall:
- promptly notify the indemnifying party of the claim. If the indemnified party does not notify the indemnifying party, the indemnifying party must still meet its indemnification obligations under the TOS, unless the failure to notify causes material prejudice to the indemnifying party; and
- give the indemnifying party the opportunity to defend the claim with counsel reasonably acceptable to the indemnified party. Counsel that is acceptable to indemnifying party's errors and omissions insurance carrier shall be deemed to be acceptable to indemnified party. The indemnified party agrees to cooperate with the indemnifying party in the defense of any claim, at the indemnified party's expense. If for any reason the indemnifying party does not elect to or fails to defend a claim, the indemnified party may do so at the indemnifying party's sole expense.
The relationship of the parties is that of independent contractors.
- The TOS contains the entire understanding of the parties with respect to the subject matter covered herein and supersede any prior agreements with respect to such subject matter.
- The validity, interpretation and enforcement of the TOS, matters arising out of or related to the TOS or its making, performance or breach, and related matters shall be governed by the internal laws of the State of Qatar (without reference to choice of law doctrine). Any legal action or proceeding concerning the validity, interpretation and enforcement of the TOS, matters arising out of or related to this TOS or its making, performance or breach, or related matters shall be brought exclusively in the courts of the State of Qatar, and all parties consent to the exclusive jurisdiction of those courts, waiving any objection to the propriety or convenience of such venues.
- If any part of the TOS is held void or unenforceable, it shall not affect the validity of the balance of the agreement. The TOS shall be binding upon and shall inure to the benefit of each party and their respective legal representatives, successors in interest and permitted assigns.
- FotoArabia will not be liable for any damages, including actual, indirect, special, or consequential damages arising from the submission or use of your Content or the termination of your Contributor Account.