The following Content Supply Agreement ("Agreement") is a legal agreement between you or the employer or other entity on whose behalf you are entering into this agreement (“you”) and and Priime, Inc. (“Priime”).
When entering into this Agreement, please be aware that certain provisions of this Agreement may only apply when you are acting as a Contributor or when you are acting as a Curator. “Contributors” are copyright holders, licensors or other entities or individuals that have sufficient rights in content, including images, videos and other media formats (collectively, “Content”), to grant Priime the right to grant licenses in such Content to end-users (“Customers”) of Priime’s website (“Site”). “Curators” are users of the Site who curate collections of Content available for license on the Site (“Galleries”), including photos, images and photos. The provisions herein that expressly refer to Contributors shall only apply to the extent you are acting in the capacity as a Contributor, and the provisions herein that expressly refer to Curators shall only apply to the extent you are acting in the capacity as a Curator. Further, it is possible for you to act in the capacity as both a Contributor and an Curator (for example, if you were to submit Content to a Gallery that you created). Any provision that does not expressly reference Contributors or Collaborators shall apply to you, regardless of which capacity you are acting in.
By uploading any Content, creating a Gallery or taking any other action on the Site in the role of a Contributor or Curator, you agree to be bound this Agreement.
Please revisit this Agreement prior to uploading any Content to the Site or creating any Galleries on the Site. Priime reserves the right to modify this Agreement at any time in its sole discretion. Prior to any material change to this Agreement becoming effective, Priime will use reasonable efforts to notify you of any such change. Such notice may be made by email to the email address on file in your Priime account, an announcement on this page, your login page, and/or by other means. Modifications to this Agreement will only apply to prospective activity on the Site (including future licenses of Content to Customers). By making Content available on the Site (including within a Gallery) following any such modifications, you agree to be bound this Agreement as modified.
In this Agreement all capitalized terms used but not otherwise defined herein shall have the meanings set forth below:
“Accepted Content” means any Content that has been delivered by a Contributor to Priime and any Galleries created by a Curator, in each case, which have been accepted by Priime, in its sole discretion, for inclusion on the Site.
“Content License Agreement” means the agreement located at http://priime.com/legal/cla that governs the licensing of Content by Priime to Customers and which may be modified from time-to-time pursuant to its terms.
“Deactivated Content” means any Accepted Content that is removed from the Site by Priime, a Contributor or a Curator and which is no longer available for further license by Priime.
“Descriptive Information” means all descriptions, documents, keywords or software relating to Content supplied by the Contributor or to a Gallery created by a Curator, that is used to commercialize the Content or Gallery and the rights granted in the Content, including but not limited to all caption information reasonably required by Priime in the manner required by Priime, to provide a clear association between the caption information and the associated Content or Gallery (as applicable).
“Net Proceeds” means all proceeds actually collected from the applicable individual or entity (e.g., a Contributor, Curator or Customer) less all (i) applicable taxes or other withholdings required by applicable law; (ii) bad debts or other uncollectible sums; (iii) refunds or license cancellations; and (iv) credit card and other payment processing fees.
“Rate Schedule” means the schedule of rates for the download and purchase of Accepted Content by Customers located at http://priime.com/pricing.
“Related Content” means any Content that is substantially the same as Accepted Content, including (a) modifications to Accepted Content and (b) any images, illustrations, audio and video that include one or more of the same models, locations or concepts.
2. Supply of Content
3. Rights granted to Priime
4. Fees, Pricing and Royalty Payments
5. Access to Site and Accepted Content
6. Representations and Warranties; Disclaimer
8. Enforcement of Customer License Agreement
9. Term and Termination
10. Exclusion of Consequential Damages; Limitation of Liability