CONTRIBUTOR AGREEMENT

Please read this Contributor Agreement carefully. This agreement establishes terms and conditions that govern your contributions to this site, including various representations, warranties, and disclaimers of liability. You must read the terms of this Agreement and check the "I Agree to Contributors Agreement" box to use this site. By checking the "I Agree to Contributors Agreement " box, you, as a Contributor of Images, agree to the terms and conditions of the Contributor Agreement. By not clicking the "I agree to Contributors Agreement" you will be returned to the LuckyPix home page. By accepting these terms, a legally binding contract will be formed between you and LuckyPix. The contract may be terminated by either LuckyPix or contributing photographer at any time pursuant to paragraph 11. LuckyPix reserves the right, at its discretion, to change, modify, add, or remove portions of these terms at any time.

1. Ownership of the LuckyPix Web Site

LuckyPix is the exclusive owner of all Web Site Content including all copyrights (excluding individual photos, which are the property of individual photographers), trademarks, trade names, Web Site trade dress and/or other intellectual properties therein. No Web Site Content from the LuckyPix site may be copied, reproduced, republished, uploaded, posted, transmitted, exploited, or distributed in any way except as specifically permitted under these terms and conditions LuckyPix’s User Agreement set forth on this web site.

Contribution to this site does not give Contributor any right, title or interest in or to any part of this web site or Web Site Content.

2. Exclusive License Granted

By contributing an Image to LuckyPix, pursuant to the terms and conditions of this Agreement, Contributor hereby grants LuckyPix an exclusive, one-year right to use, distribute, and reproduce, and to license others to use, distribute and reproduce an Image. This license shall renew automatically, from year to year, unless terminated pursuant to paragraph 11 of this Agreement. A Contributor’s Image(s) may be designated by LuckyPix as either Rights-Protected or Royalty-Free. A User’s sole right to use, display, reproduce or distribute an Image shall be pursuant to the terms and conditions of a User Agreement. The User Agreement allows Users to choose between two different kinds of licenses:

(a) Rights-Protected: If a User elects a Rights-Protected License, they are granted a one-year limited, non-exclusive license to use the Image. A Rights-Protected License permits the User to use, display, reproduce, and distribute an Image for a particular one-time use for one year from the date the Image is downloaded from the LuckyPix website. If the User wishes to make any additional use of the licensed Image, the Image must be re-licensed for each additional use. For example, a Rights-Protected License grants the User the right to reproduce an Image on a single brochure or print advertisement that may be distributed or placed one time only. If the User’s desires to use an Image in an advertisement that will be placed on numerous occasions, the User must select a Royalty-Free License; or

(b) Royalty-Free: If the User elects a Royalty-Free License, they are granted a one-year, non-exclusive, unlimited license to use the Image. A Royalty-Free License permits the User to use, display, reproduce, or distribute an Image as many times and for as many individual uses as the User wishes for the term of one year from the date the Image is downloaded from the LuckyPix website.

This Agreement provides that Contributor’s Image(s) shall be included in both the Rights-Protected and Royalty-Free marketplaces. If Contributor does not wish for its Image(s) to be included in the Royalty-Free marketplace, Contributor must check the opt out of the Royalty-Free market box on the image review page. Contributor acknowledges and agrees that this Agreement grants LuckyPix and/or Users the right to modify Images and/or use Images to make Derivative Works, and to sublicense Users pursuant to the terms of LuckyPix’s User Agreement to modify Images and/or use Images to make Derivative Works, and hereby waives and releases LuckyPix and its Users from any claims or rights Contributor may have under the moral rights doctrine with respect to any and all Images Contributor contributes to the Web Site. If the Contributor does not wish to allow LuckyPix to alter their Image in order to, for example, increase the marketability of the Image, the Contributor must e-mail LuckyPix to opt-out of this term.

3. Authorization

By agreeing to these terms and conditions, the Contributor authorizes LuckyPix:

(a) To add Contributor’s Image(s) to LuckyPix’s Web Site;

(b) To license the Image(s) to third-parties pursuant to a User Agreement on such terms and conditions as LuckyPix in its sole discretion deems appropriate; and

(c) To remit the balance of License Fees to Contributor in the manner specified by Contributor.

4. License Fees, Payment, and Acceptance

Contributor will be paid fifty percent (50%) of all the total License Fees that LuckyPix receives as a result of its licensing Contributor’s Image(s). All fees to be paid to Contributor will be paid by check, on a quarterly basis (with quarters ending on March 30, June 30, September 30 and December 31), within sixty (60) days following the end of each quarter, unless Contributor’s fees for the quarter total less than twenty-five dollars ($25.00). If Contributor’s fees in any one quarter total less than twenty-five dollars ($25.00), LuckyPix may postpone payment until the next quarter, or until such time as Contributor’s fee exceeds twenty-five dollars ($25.00). If Contributor’s share is less than twenty-five dollars ($25.00) for any three consecutive quarters, LuckyPix shall remit Contributor’s share at the close of the third such quarter.

5. Copyright Notices and Publicity

(a) If Contributor provides a copyright notice for any Image it licenses to LuckyPix, LuckyPix shall affix this notice to the Image available in its libraries.

(b) LuckyPix shall have the right to use the Contributor’s name and likeness in any advertising or media efforts to publicize its LuckyPix.com web site and the services provided by LuckyPix, and upon its LuckyPix.com web site, without prior notice or permission of the Contributor.

(c) LuckyPix shall have the right to use any of the Images submitted by Contributor in connection with the conduct and promotion of its business and its LuckyPix.com web site, for a term of one (1) year from the date of the termination of this Agreement.

(d) Contributor may not use LuckyPix’s trade name, trademarks or service marks in connection with any advertising or promotion unless it receives LuckyPix’s prior written permission, which it may withhold in LuckyPix’s sole discretion.

6. Submission of Images

After agreeing to the terms and conditions of this Agreement, and registering as a Contributor, Contributor shall submit a preview of the Image(s) that Contributor wishes to License to LuckyPix. LuckyPix will, in its sole discretion, determine whether it wishes to license Contributor Image(s), and will notify Contributor of its decision within seven (7) days of the submission of the Image(s) by Contributor.

Within twenty-one (21) days of Contributor’s receipt of notice by LuckyPix that it has accepted Contributor’s Image(s), Contributor will send LuckyPix a digital copy of the Image(s) previously approved for submission on either a CD-ROM or a DVD-ROM. Contributor shall also include with this submission executed copies of all necessary Releases in the form provided on the LuckyPix Web Site.

Notwithstanding the foregoing, LuckyPix shall have no obligation to license or promote any Image submitted by Contributor, or to maintain on its web site or in its libraries any Image submitted by Contributor and accepted by LuckyPix.

Notwithstanding the foregoing, LuckyPix shall have the right, in its sole discretion, to decline to accept any Image submitted to LuckyPix and to remove an accepted Image from its LuckyPix.com web site, provided, however, that if LuckyPix removes an Image from its LuckyPix.com web site, LuckyPix’s license to the Image shall immediately terminate, and Contributor shall be free to license the Image, or an image that is substantially similar to the Image, to a third party.

7. Contributor’s Representations and Obligations

(a) With respect to each Image Contributor licenses to LuckyPix under the terms and conditions of this Agreement, Contributor represents and warrants that it is free to enter into this Agreement, is free to convey the rights conveyed by this Agreement, and has not previously made any grant, encumbrance or other disposition to others of such rights that would limit or alter the rights granted to LuckyPix under this Agreement;

(b) Contributor represents and warrants that each Image licensed to LuckyPix pursuant this Agreement is owned and controlled by Contributor and that the publication, reproduction, distribution, use or sale of the Image by Contributor or LuckyPix in any manner or media throughout the world will in no way infringe upon the copyright, proprietary rights or other personal rights of any person or entity;

(c) Contributor represents and warrants that it has reviewed each Image and has secured, or will secure before licensing the Image to LuckyPix pursuant to this Agreement, all necessary Releases for the subject(s) of the Image, in the form provided on the LuckyPix.com web site, and will maintain and, upon request by LuckyPix, produce such Releases for LuckPix’s review and inspection;

(d) Contributor represents and warrants that it has obtained, or will obtain before licensing to LuckyPix pursuant to the terms of this Agreement, a copyright registration for each Image submitted to LuckyPix;

(e) Contributor represents and warrants that no other party’s permission or consent is required for Contributor to enter into this Agreement;

(f) Contributor represents and warrants that it will not enter into any contracts or agreements after this Agreement that will in any way limit or alter LuckyPix’s exclusive license rights in the Images granted LuckyPix under these terms and conditions;

(g) Contributor represents and warrants that it has reviewed each Image that it seeks to license and that no Image infringes the rights of any third party;

(h) Contributor represents and warrants that any text accompanying the Image is not defamatory or libelous, and is accurate;

(i) Contributor represents and warrants that none of the Images or their accompanying text is defamatory, pornographic or obscene;

(j) Contributor shall not contribute any Image that is substantially similar to any Image that Contributor has previously provided or licensed to any third party, including other stock agencies, nor shall Contributor in the future provide or license any Image to third parties, including other stock agencies, that is substantially similar to the Images submitted to LuckyPix pursuant to this Agreement;

(k) If Contributor learns of any claim or contest regarding Contributor’s ownership of any Image submitted to LuckyPix, Contributor shall promptly notify LuckyPix in writing of this claim or contest. LuckyPix reserves the right, upon such notice, to remove the contested Image from its libraries.

8. DISCLAIMERS OF WARRANTY

(a) LUCKYPIX.COM WEB SITE: LUCKYPIX MAKES NO WARRANTIES, AND HEREBY DISCLAIMS, ANY AND ALL EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO THE FUNCTIONALITY OF ITS WEB SITE, AND THE INFORMATION, DATA OR IMAGES CONTAINED THEREON. WHILE LUCKYPIX UNDERTAKES ALL REASONABLE EFFORTS TO MAINTAIN THE FUNCTIONALITY AND ACCURACY OF ITS LUCKYPIX.COM WEB SITE, LUCKYPIX DISCLAIMS ANY AND ALL LIABILITY FOR ANY LOSS, DAMAGE, CLAIM, OR EXPENSE RESULTING FROM CONTRIBUTOR’S USE OF LUCKYPIX’S WEB SITE. LUCKYPIX SHALL NOT BE LIABLE FOR ANY SERVER DOWNTIME OR LOST TRANSMISSIONS. ADDITIONALLY, LUCKYPIX SHALL NOT BE LIABLE FOR ANY DAMAGE, LOSS OR DETERIORATION OF IMAGES ON LUCKYPIX’S SYSTEM, OR FOR ANY SYSTEM FAILURES RESULTING FROM INTERACTING WITH LUCKYPIX.COM.

(b) NO LIABILITY FOR LOST PROFITS OR DAMAGES: IN NO EVENT SHALL LUCKYPIX BE LIABLE FOR ANY LOST PROFITS, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR OTHER DAMAGES ARISING OUT OF THE DOWNLOADING, USE, DISPLAY, REPRODUCTION OR DISTRIBUTION OF ANY IMAGE.

(c) INDIVIDUAL IMAGES SUBMITTED BY CONTRIBUTOR: LUCKYPIX ALSO DISCLAIMS ANY OBLIGATION AND MAKES NO WARRANTIES OR REPRESENTATIONS THAT IT WILL, AND SHALL HAVE NO OBLIGATION TO, LICENSE OR PROMOTE ANY GIVEN IMAGE.

(d) Breach by User of User Agreement: Luckypix shall not be liable to Contributor for any breach of any User Agreement by a User of the luckypix.com web site. In the event of a breach a User Agreement or infringement by a User, Luckypix’s sole responsibility shall be to provide any information available to Luckypix regarding the offending User, and to provide testimony in court where necessary.

9. Indemnifications

Contributor agrees to hold LuckyPix harmless from, and to indemnify LuckyPix against, any and all losses, liability, damages and expenses, including reasonable attorneys fees, which LuckyPix may incur or be obligated to pay, or for which LuckyPix may be liable for or compelled to pay as a result of any action, claim or proceeding against LuckyPix arising out of User’s performance of this Agreement, or LuckyPix’s use or license of an Image pursuant to the terms and conditions of this Agreement.

10. Termination

(a) This Agreement may be terminated by LuckyPix immediately, upon notice:
(i) In the event that Contributor, or its officers, employees or agents, violates any provision or representation of this Agreement;
(ii) If no Image submitted by the Contributor has been the subject of a User Agreement in the previous 12 months; or
(iii) If LuckyPix decides to cease operation of its web site and/or services.
(b) This Agreement may be terminated by Contributor:
(i) Upon 60 days’ written notice to LuckyPix; provided however, that no such termination shall occur before 12 months from the date of this executed Agreement, and all such terminations remain subject to, and shall have no effect upon, any pending licenses to Users and any renewals thereof;
(ii) Immediately upon written notice if LuckyPix is in material breach of these terms and conditions and has not cured its breach within 30 days’ notice of such breach; provided however, all such terminations remain subject to, and shall have no effect upon, any pending licenses to Users and any renewals thereof.
(c) Termination of License for Specific Images: Contributor may terminate the license granted under this Agreement for one or more, but less than all, of its Images licensed under this Agreement upon sixty (60) days written notice to LuckyPix; provided however, all such terminations remain subject to, and shall have no effect upon, any pending licenses for the Image(s) to Users and any renewals thereof.

(d) Removal of Images After Termination: Upon termination of this Agreement, or of a license as provided for in subpart (c) above, LuckyPix shall make all reasonable efforts to remove the affected Images from the LuckyPix web site within thirty (30) days of its receipt of written notice. HOWEVER, LUCKYPIX MAKES NO WARRANTY OR REPRESENTATION THAT THE REMOVAL SHALL OCCUR WITHIN THIS TIME PERIOD.

11. Parties to the Agreement

This Agreement is between LuckyPix and the Contributor, who shall be the only parties to the Agreement who may enforce its terms and conditions.

12. Entire Agreement, Modifications and Waiver

This Agreement constitutes the entire agreement between the User and LuckyPix, regarding any and all Images. The terms and conditions of this Agreement may be modified only upon a mutual written agreement, signed by both parties. Any failure by LuckyPix to enforce any provision of this Agreement shall not constitute a waiver of that provision or of any other provision in this Agreement.

13. Severability

If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law or otherwise unenforceable, the remaining provisions of this Agreement will remain in full force and effect.

14. No Transfer or Assignment of this Agreement

This Agreement and the license granted hereunder may not be sublicensed, transferred or assigned by User.

15. Choice of Law / Governing Law

These terms and conditions are governed by and shall be construed in accordance with the laws of Illinois. User consents to the personal jurisdiction of the state and federal courts of the State of Illinois, and agrees that any and all suits or claims be brought before the courts of the State of Illinois, in Cook County or the United States Courts in the Northern District of Illinois.

16. Definitions

(a) "Agent" means a person who is authorized by the Copyright Owner to enter into this Agreement to license the Image on their behalf; it also may refer to LuckyPix when it enters Customer License Agreements on behalf of the Contributor to license the Image to Customers.

(b) "Contributor" means anyone who submits an Image to LuckyPix pursuant to the terms of this Agreement.

(c) "Copyright Owner" means the person who is represented to LuckyPix under this Agreement as the owner of the copyright in any Image.

(d) "User" means any person (whether an individual, corporation, or other) who purchases a license to use an Image from LuckyPix.

(e) "User Agreement" means a license agreement executed between a User and LuckyPix, acting as an agent on behalf of the Contributor of the Image that is the subject of the User Agreement.

(f) "Derivative Work" means a work or image, or graphic design based upon one or more Images.

(g) "Image" means the digital images on the web site that are available to be licensed by Customers, whether they be transmitted to Customers as digital files, by CD-ROM, or any other manner.

(h) "Library" means the digital catalogue of Images maintained by LuckyPix.

(i) "License Fees" means all monies received by LuckyPix from Users pursuant to a User Agreement of an Image.

(j) "LuckyPix" means LuckyPix LLC, an Illinois limited liability corporation located and doing business at 1609 N. Wolcott in Chicago, Illinois 60622.

(k) "Non-Permitted Use" means any use not specifically allowed under the terms and conditions of this Agreement or an executed User Agreement.

(l) "Permitted Use" means any use specifically allowed by the terms and conditions of this Agreement or an executed User Agreement.

(m) "Release" means a release having regard to applicable law in any jurisdiction in the world that is either (i) necessary or desirable to secure from or on behalf of any living person, or the estate of a deceased person or an infant whose image is incorporated in whole or in part in any Image, or (ii) is necessary or desirable to secure from the owner of any property which image is incorporated either in whole or in part of any Image.

(n) "Web Site Content" means all images, designs, icons, written and other materials located on LuckyPix.com.