Editorial Content Supply Agreement

License

The Supplier hereby appoints Pixeryo as its agent for licensing the Supplier's Content, which the Supplier will deliver to Pixeryo under this Agreement.

The Supplier grants Pixeryo the right and license to:

Reproduce, prepare derivative works, publicly display, distribute, sublicense, advertise, and market the Content in the Territory.
Sublicense and sell reproduction rights to the Content.

The Content remains the property of the Supplier, and copyright remains with the Supplier or its licensors. The Supplier waives any artist's authorship rights or droit moral that would otherwise apply under relevant law, including in jurisdictions outside of England.

Pixeryo and its affiliated companies, along with third-party distributors acting on its behalf, have full authority to negotiate terms of each sale of the Content, including fees, license duration, and scope, subject to the terms of this Agreement.

The Supplier grants Pixeryo the non-exclusive worldwide right to use the Supplier's name, display name, and Content in Pixeryo's marketing and promotional efforts, without the need for additional compensation. However, Pixeryo may, at its discretion, refrain from any or all of the above actions without liability.

Royalties and Sales Reports

Pixeryo will provide electronic Sales Reports within 40 days after the end of the month in which an invoice is raised for licensed use of the Content. Each report will include royalty details and relevant sale information, such as identifying the Content and the corresponding license fees.

If a refund or chargeback occurs, Pixeryo may recoup the royalties already paid to you. Pixeryo reserves the right to update this policy at its discretion, with notification provided on the Supplier's login page.

Payment of royalties is contingent upon the Supplier submitting any necessary tax forms as requested by Pixeryo.

Pixeryo agrees to:

Abide by any restrictions that are agreed upon in writing by the Supplier and indicated in the IPTC caption field or as otherwise directed by Pixeryo.
Reject any Content deemed commercially unviable due to restrictions or any other reason at its discretion.
Ensure that licensees using Content editorially will be contractually obligated to apply credits to the photographer and Pixeryo, unless agreed otherwise.

Supplier agrees to:

Submit Content according to Pixeryo's guidelines for captioning, restrictions, asset size, and quality.
Retain and provide Pixeryo with necessary model and/or property releases upon reasonable request.

Content

The Supplier is solely responsible for ensuring adequate backups of Content and maintaining insurance for it at their discretion. Pixeryo is not liable for any failure to return Content or for any damage caused.

Pixeryo may modify, enhance, or add to metadata associated with the Content to better exploit it in accordance with this Agreement. Pixeryo retains ownership of any amendments or additions to the metadata.

In the event that Pixeryo modifies the Content, it will own the modified digital files created and will not be required to provide these files to the Supplier, who retains copyright to the original Content. Upon termination of this Agreement, Pixeryo will withdraw Content from sale, except for Assignment Content.

The Supplier agrees that Pixeryo may, at its discretion, allow "Editorial Use Only" Content to be used in a non-editorial context, provided the customer obtains the necessary rights and clearances.

Term and Termination

This Agreement will be effective for an initial term of 36 months (the "Initial Term"), and will automatically renew for successive 12-month renewal terms unless terminated by either party with 90 days' notice.

Upon termination, Pixeryo will withdraw the Supplier's Content from sale, except for Assignment Content. Content downloaded by clients prior to termination may still be licensed. Royalties will continue to be paid for such Content, and this Agreement's provisions will survive until licensing ceases to be commercially reasonable.

Either party may terminate this Agreement upon 90 days' written notice for convenience, or immediately for cause (such as breach, bankruptcy, or liquidation), with appropriate remedies.

Upon termination, Pixeryo will endeavor to return any hardcopy Content at the Supplier's expense, within a reasonable timeframe.

Pixeryo will not return modified versions of Content, such as enhancements or changes made to metadata.

Confidentiality

Both parties agree not to disclose confidential information, including royalty rates, payments, and client lists, to any third party without prior written consent, except as required by law. Pixeryo may share confidential information with its employees, agents, or contractors as necessary for performing this Agreement.