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By submitting this User
Registration Agreement, you acknowledge that you agree to be bound by our
Terms of Use policies as set forth in this Agreement and by the Agreement in
its entirety. Please note that User's acceptance of this Agreement is
an absolute condition of User's use of the Website and its products and
services. If you have not read this policy please do not proceed with
User Registration until you have done so. If you have questions please contact us.
Digital
Development Partners ("DDP") d/b/a True Vine Images (“True Vine
Images”) is the developer and owner of True Vine Images.com website (the
“Website”). The website is an online marketplace for digital media.
Any visitor the website may browse the Media but
only visitors who register with the Website (hereinafter “Members”) may
license and download the stock photos, vector art, 3D images, footage or
other types of images (collectively “Media”) included in the Website’s online
gallery. Members and Non-members may also become contributors of Media
(“Contributors”) to the Website. However, once a Non-member has
registered as a Contributor and agreed to these Terms of Service by
submitting a Contributor Registration Form and accepting this Agreement by
checking the box on the Registration form, such Contributor shall become a
Member automatically for all legal purposes. In order to license and
download Media on the Website, Contributors will need to separately and
formally register for a Member Account and will be issued a separate User
Name and Password from those issued for User’s Contributor account.
By uploading Media to the Website and agreeing to
these Terms of Service, Contributor is appointing True Vine Images to act as
its Agent in licensing Image rights to Members. Contributors have the
option of making uploaded Media exclusive to True Vine Images in exchange for
a higher royalty pay-out or keeping the Image non-exclusive for a standard
royalty pay-out as described below. Contact support@truevineimages.com for
information on making uploaded Media exclusive.
By
registering with True Vine Images.com, which requires the submission of this
Agreement, Members and Contributors (collectively “User” or “Users”) agree to
the following, as applicable to each (the "Agreement"):
1.
Age and Identity
True Vine
Images requires that Users register using their genuine legal name and
contact information. True Vine Images also requires that its Users are at
least 18 years of age and may require proof of age and identity.
2. User
Warranties and Responsibilities
2.1. User
warrants that he or she has provided True Vine Images with accurate,
complete, and current personal and contact information during the
registration process. User agrees to promptly submit any corrections or
updates to such information by editing his or her Profile within the
applicable account. Submitting false User information may result in
termination of User's Member and/or Contributor Accounts, loss of all
services and the revocation of any license(s) granted to the User
(collectively “Privileges”). Failure to fully comply with the entirety
of these Terms of Service may likewise result in the same loss of Privileges;
2.2. Users who create a True Vine
Images Member or Contributor Account will also choose a password during the
registration process for each. The User is solely and entirely responsible
for any and all activities conducted through his or her True Vine Images
Account(s). Users agree to notify True Vine Images by email directed to admin@TrueVineImages.com immediately upon becoming aware of any unauthorized use
of User’s account(s) in addition any other potential breach of security of
the Website;
2.3. Upon creation of a
True Vine Images.com Member or Contributor Account, Users will be asked to
select a User Name for each account type as applicable. User Names must
be unique in the True Vine Images system and must not violate any
third-party's trademark or other legal right. In its sole discretion,
True Vine Images may accept or reject any proposed User Name that it deems
offensive, which may be illegal to use or which may cause confusion with
respect to the User’s identity or association with other entities;
2.4. True Vine Images reserves the
right to solely determine whether any User has violated any provision of
these Terms of Service and retains the unilateral right to terminate any
Account for such violation which shall be a binding decision. Users
whose accounts have been terminated by True Vine Images may not continue to
access the Website without the express written permission of a True Vine
Images executive officer. Users in good standing with True Vine Images
are prohibited from allowing terminated Users or any other person to use
their active Member and/or Contributor account(s).
3. Grant of
Media Rights
3.1. By uploading
Media, Contributors irrevocably grant True Vine Images and its Members the
non-exclusive, royalty‑free right to use the Media for any purpose
whatsoever throughout the world. Contributors also grant True Vine
Images the right to use any such Media for any and all promotional purposes
related to True Vine Images and the Website. Such rights will remain in
effect unless and until that Media is removed from the Website except that
True Vine Images may continue to use such media for its own promotional
purposes in perpetuity. Contributors retain the copyright, ownership
and all other legal rights in and to their uploaded Media.
3.2. By downloading Media, Member
acknowledges that Member is licensing the Media on a non-exclusive and royalty-free
basis for such uses as are published on the then current Buy Media section of
the Website.
4. Compensation
4.1. For each valid download of a Contributor’s uploaded Media,
True Vine Images shall pay Contributors a royalty equal to 51% of the license
price published on the Website for the Media type and size of the Media that
was downloaded. The amount of such royalty percentage may be changed by
True Vine Images without notice at any time in True Vine Images' sole
discretion. If a Contributor does not consent to
any such change to the royalty payment percentage, Contributor's sole
recourse is to terminate Contributor's account;
4.2. Contributors royalties shall be paid via PayPal on a monthly
basis provided such payout totals at least $50 USD based on the previous
month’s license fees collected. If less than $50 USD is owed, royalties
shall accrue and shall be paid out the first month that a minimum of $50 USD
in royalties owed has been reached. Should a Contributor close his or
her Account before royalties have reached the minimum payout threshold, or if
True Vine Images terminates Contributor’s account for any reason,
Contributor's accrued earnings may be forfeited in the sole discretion of
True Vine Images;
4.3. Contributors are required to comply with Internal Revenue
Service (“IRS”) requirements regarding filing of a signed and completed form
W9 (“U.S. Person” as defined by IRS) or IRS form W8 (“Foreign Person” as
defined by IRS) before royalty payments will be issued to the Contributor by
True Vine Images. IRS form W9 is used to certify that the Contributor
is not subject to backup withholding tax and that the Contributor’s social
security number is correct. IRS form W8 is used to claim a reduced rate
of withholding or exemption there from for Foreign Persons who might be
subject to U.S.
income tax on income they receive from U.S. sources as a
resident of a foreign country that the United State s
has an income tax treaty with. These forms may be downloaded from
the link at the bottom of this Agreement and one or the other must be
completed, as applicable, signed and faxed back to True Vine Images’ fax
number as published on the Contact page of the Website.
5. Contributor Warranties
and Responsibilities
Contributor warrants and represents that:
5.1. Contributor is the
sole owner of the copyrights and all other rights, in and to the uploaded
Media;
5.2. Contributor will
not use a Media file name (“System Name”), gallery display name (“Display
Name”), Media description (“Description”) or other reference which infringes
on any third-party's trademark or other proprietary right or which violates
any law; which may cause confusion with respect to another person or
entity; or which True Vine Images deems to be offensive in its sole
discretion. True Vine Images reserves the right to delete or require the
deletion of any System Name, Display Name or Description that violates any of
the foregoing;
5.3.
Media uploaded by Contributor does not violate any laws or individual rights
including but not limited to the rights of privacy and publicity and will
only be used for lawful purposes; Contributor will maintain in its files a
legally binding executed legal release signed by any recognizable person
depicted in any uploaded image (“Model Release”) and a legally binding
release executed by the owner or legal agent of owner for any third-party
real estate or personal property depicted in any uploaded Media (“Property Release”).
Contributor agrees to promptly provide True Vine Images with a copy of any
such Release upon request and warrants that the subjects or property owners
signing such Releases have voluntarily consented to the dissemination or
publication of their likeness or property for all legal purposes.
Contributor further warrants that information contained in any such Release
is complete, truthful and accurate;
5.4. Contributor will
not upload pornographic images or other Media including those depicting
nudity or other content that True Vine Images deems to be offensive or
inappropriate for a Christian themed website as determined in the sole
discretion of True Vine Images nor will Contributor use profanity or other
offensive words in Media Descriptions, Display Names, Keywords or posts.
6.
Relationship Between the Parties
The relationship
of User to True Vine Images under this Agreement is that of independent
contractor. This means in part that User is not a joint venturer,
partner, principal and agent, or employee of True Vine Images. User shall not
have the power to bind or obligate True Vine Images in any manner. User
agrees to be solely responsible for all use taxes, sales taxes, income taxes,
value-added taxes and any other type of taxes and duties imposed by any
governing authority in any jurisdiction at any time in connection with use of
the Website, licensing of Media through the Website or royalty payments from
True Vine Images.
7. User Restrictions and
Requirements
7.1. Contributor may not remove
any Media from the Website until such Image has been posted for a minimum of
thirty (30) days after acceptance by True Vine Images. Acceptance shall
be understood to mean that True vine Images has made the Media publicly viewable
and available for licensing and downloading from the Website’s gallery pages;
7.2. User shall not upload or transfer to the Website
any Media or other content that contains any malware or malicious code that
constitutes viruses, worms, Trojan horses or other code with disruptive
and/or destructive features.
7.3.
User shall not use the Website to attempt to obtain access to areas of
the Website or services where authorized access has not intentionally and
specifically been provided to User by True Vine Images. This includes
but is not limited to all hardware, software and network systems associated
with the Website that User has not been expressly authorized to access and
further includes the Member or Contributor accounts assigned to other Users;
7.4. User
shall not use any false, misleading, incomplete or inaccurate information
when using the Website, including, without limitation, with respect to the
origin or source of any content that User uploads or any identifying
information for User's Membership Account;
7.5. User will
not download Media for the purpose of artificially inflating the ranking of
themselves or any other Contributor nor for the
purpose of accelerating royalty payouts to anyone.
7.6. User will not undertake to use the True Vine Images
Affiliate Program as a method for discounting User’s own Media
purchases. Misrepresentations or fraudulent uses of the True Vine
Images Affiliate Program other than for referring new Members to True Vine
Images may result in loss of services, commissions or other account
privileges. User agrees that True Vine Images is under no obligation to
offer, implement or continue an Affiliate Program and any decision to do so
or not do so is within the sole discretion of True Vine Images.
8. User
Acknowledgements
User
acknowledges and agrees that:
8.1.
True Vine Images retains the unilateral right to remove any uploaded Media or
other content for any other reason in its sole discretion that it deems to be
in the best interest of True Vine Images, its Members and Website visitors or
for no reason whatsoever;
8.2. True Vine
Images has no obligation to review any Media or content uploaded or posted by
User onto the Website, and shall have no responsibility for any such Media or
content. True Vine Images retains the right, in its sole discretion, to
accept or deny, delete, move or edit any Media or content uploaded or posted
onto the Website by User for any reason whatsoever or for no reason;
8.3. True Vine Images has no responsibility for posts
or other content on any area of the website accessed through hyperlinks to
internal pages contained within the website or to external websites, or that
User is otherwise directed to through by the website’s navigation or content;
8.4. True Vine Images reserves the right, in its sole
discretion, to change or discontinue any or all of the services on the
Website at any time. User acknowledges and agrees that True Vine Images has
no obligation to make, or continue to make, the Website or any particular
portion or related service available to User (whether or not such
unavailability is voluntary on the part of True Vine Images). True Vine
Images reserves the right, in its sole discretion, to suspend or terminate
User's Account at any time, including, without limitation, User's Member
and/or Contributor Name and corresponding Password;
8.5. True Vine Images may store personal and certain
other information about User on User's computer in the form of “cookies”.
Such use of cookies is solely in connection with the operation of the
Website. User acknowledges and agrees that if User prohibits or restricts the
placement of cookies on User’s computer, such prohibition or restriction may
have an adverse effect on User’s use of the Website. User acknowledges and
agrees that True Vine Images may also store personal information about User
on its computers within or outside the U.S.
By using this Website User acknowledges and agrees that True Vine Images may,
in its sole discretion, preserve or disclose User’s personal information if
required to do so by law or in the good faith belief that such preservation
or disclosure is reasonably necessary to comply with the legal process;
enforce this Agreement; respond to claims that any Image, other Media or
content uploaded or posted to the website by User violates the rights of
third-parties; or to protect the rights, property, or personal safety of True
Vine Images, its users or the general public.
8.6.
True Vine Images shall not be liable to Member or any third party for any
claims and/or damages arising from Member's use of any Media. True Vine
Images shall not be liable to Member for any indirect, incidental, special or
consequential damages, including, without limitation, damages or loss of
business, lost profits, business interruption, loss of business information,
or any other pecuniary loss, even if True Vine Images has been advised of the
possibility of such damages.
9.
Use of Online Information Collected from User
User
acknowledges and agrees to True Vine Images' use of User's personal
information to reply to inquiries, handle complaints and provide operational
notices to User and in program record-keeping. True Vine
Images may also make User's contact and other non-financial information
available to valued partners who may contact User with special offers and
information True Vine Images believes will be of interest to User which
User further acknowledges and agrees to. Users may opt-out at any time.
10.
Disclaimers
10.1. True Vine Images expressly disclaims all
warranties and conditions of any kind, either express or implied, including
without limitation any implied warranties or conditions of merchantability,
fitness for a particular purpose, non-infringement of third party rights, and
those arising from a course of dealing or usage of trade;
10.2. True Vine Images makes no warranty with
respect to any legal advice or information regarding proper legal use of any
Image or other Media. Members are responsible for consulting their own
attorneys to determine the fitness of Media for particular purposes. Member
agrees to hold True Vine Images harmless from any claims related to Member's
usage of Media;
10.3.
True Vine Images, its licensors, and subcontractors do not warrant any
connection to, compatibility with, transmission over, nor results or use of,
any network connection or facilities provided (or failed to be provided)
through True Vine Images;
10.4.
True Vine Images makes no warranty that access to the Site will be
uninterrupted, timely, secure, or error free. True Vine Images makes no
warranty as to the use or the results that may be obtained from the use of
True Vine Images;
10.5.
True Vine Images makes no warranty with respect to any related software or
hardware used or provided by True Vine Images. Any patent, copyright,
trademark, trade secret or warranty issues, whether actual or alleged, are
the direct responsibility of the manufacturer of said hardware or software
product.
11.
Indemnification
User agrees to indemnify, defend and hold
harmless True Vine Images, its officers, directors, employees, partners,
associates, affiliates, joint venturers, owners,
licensor and licensees, and agents and representatives from any and all
claims based on allegations which, if true, would constitute a breach of any
of User’s representations, warranties or obligations under this Agreement and
any uses by User of the Website. The indemnity shall apply to any and all
liabilities, losses, damages, expenses (including attorneys' fees and costs)
incurred by True Vine Images as a result of such breach or breaches including
but not limited to claims or actions based on infringement or violation of
intellectual property rights, libel or slander or other defamation, right of
privacy or “false light”, right of publicity or distortion or alteration of
any Images or other Media uploaded by User or posted by User to the Website
whether or not intentional. True Vine Images reserves the right, at its own
expense, to assume the exclusive defense and control of any matter otherwise
subject to the foregoing indemnification with legal counsel of its own
choosing, without affecting User’s indemnity obligations. User agrees to
fully cooperate with True Vine Images in the defense of any such claim,
action or matter;
12.
Term and Termination
12.1. This Agreement shall
continue in perpetuity unless terminated in accordance with this Section 12 or
other provisions for Termination stated elsewhere in this Agreement. True
Vine Images may at any time may terminate this Agreement in its sole
discretion, including, without limitation, for breach by User of any of
User’s representations, warranties or obligations under this Agreement, or
for inactivity by User with respect to use of the Website or for any other
reason or no reason;
12.2. User may at any time terminate this Agreement for any reason by sending
a termination request via email to admin@truevineimages.com. In the event
termination is by True Vine Images, True Vine Images shall notify User of
such termination by email. True Vine Images reserves the right, in its sole
discretion, to terminate User’s Account at any time, including, without
limitation, deactivating User’s Member and/or Contributor User Name and
Password. Any Media previously uploaded to the website by Contributor
must be available for a minimum of 14 days thereafter although True Vine
Images may delete Contributor’s Account and cause all uploaded Media to be
removed from the Website sooner or later;
12.3. True Vine Images reserves the unilateral right, but does
not assume the responsibility, to terminate the Account of any Member or
Contributor without notice for conduct which True Vine Images deems in its
sole discretion to be harmful to individual members, damaging to the users of
the Website or in violation of any rights of True Vine Images or of
third-parties (“Inappropriate Conduct”) or for any other reason or no
reason. In the event that a Member or Contributor account is terminated
due to Inappropriate Conduct, one or more violations of these terms of
Service or fraud, access to True Vine Images services, accounts, and
royalties, as applicable, is immediately forfeited;
12.4. Upon any termination of this
Agreement by either party, User’s Membership and/or Contributor
Account(s) shall be canceled and closed and applicable User Names and
Passwords will be deactivated; and all Media uploaded by User will be
removed from the Website; provided, however, that True Vine Images may
continue to use the Work for its own promotional purposes and for internal archival,
reference purposes.
12.5. Termination of this Agreement shall not relieve User from any payment
obligations that may have arisen prior to such termination, or any other
obligations pursuant to any other agreement that has not been specifically
terminated. The provisions of Sections 2, 3, 5, 6, 11, 13, 14 and 17
shall survive the termination of this Agreement;
12.6. In some instances, in the sole discretion of True Vine Images, a User’s
account may be suspended for a length of time that True Vine Images
unilaterally determines for any reason whatsoever. During the
suspension period, Contributors will have no ability to upload images to the
Website and may or may not have continued access to their Member Account or
other areas of the Website. The suspension will be resolved at the end
of the period by either restoring all rights and privileges of True Vine
Images Users or will result in termination of User’s account(s). True
Vine Images shall not remove any Media that User has uploaded prior to
suspension of User's Account and such Media shall continue to be available
for download during the suspension period but shall be permanently removed
for licensing purposes removed in the event of account termination.
13. Severability
If any provision of this Agreement is determined to be
invalid or unenforceable, the remainder shall be unaffected and shall be
enforceable by either party. To the extent any provision of this Agreement is
adjudicated to be invalid or unenforceable because it is overly broad or
overly restrictive, that provision shall not be void but rather shall be
limited only to the extent required by applicable law and enforced as so
limited. The parties expressly acknowledge and agree that this paragraph is
reasonable and necessary to assure that the intent of the parties is carried
out.
14. Governing Law and
Jurisdiction
This Agreement shall be governed by and construed in accordance with
the laws of the State of California,
without regard to any conflict of laws principles. Any legal action, suit or
proceeding arising out of or relating to this Agreement shall be instituted
in a court of competent subject matter jurisdiction in the federal or state
courts of the State of California, and you and True Vine Images each submit
to the personal jurisdiction of such court and waive any right each might
otherwise have to claim lack of personal jurisdiction or inconvenience of
forum.
15.
Entire Agreement
By using the Website, Users hereby acknowledge that they have read
this Agreement, understand it, and agree to be bound by its terms and
conditions. Users further agree that this Agreement is the complete and
exclusive statement of the understanding between the User and True Vine
Images. Unless otherwise agreed to in writing in a separate signed agreement,
this Agreement supersedes any proposal or prior agreement, oral or written,
and any other communication between Users and True Vine Images relating to
the subject matter of this Agreement.
16. Revision of Agreement
True Vine Images may revise this Agreement at any
time and such revision shall be effective immediately upon the posting of the
revised Agreement on the Website. Users agree to review this Agreement upon
notice of such revision by email, and any further use of the Website shall
constitute agreement to the terms as modified. If any such revision is
unacceptable to User, User may terminate his or her membership by notifying
True Vine Images Member Support of same. Notice of termination will be
effective upon return receipt or notification by True Vine Images.
17.
Limitations and Disclaimer
User agrees
that neither True Vine Images nor its affiliates, nor any of their respective
officers, directors, employees, owners, agents, representatives, licensors
and (sub)licensees shall be liable for any damages,
whether direct, incidental, indirect or consequential, arising from any use
by User of the Website, even if such parties have been advised of the
possibility, of such damages.
EXCEPT AS EXPRESSLY SET FORTH
IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS
OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. FOR CLARIFICATION
PURPOSES, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS
AGREEMENT, TRUE VINE IMAGES MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS
OR IMPLIED, WITH RESPECT TO THE TRUE VINE IMAGES.COM WEBSITE OR THE SERVICES
ON THE WWW.TRUE VINE IMAGES.COM WEBSITE, OR ANY WORKS OR OTHER MATERIALS OR
CONTENT AVAILABLE ON THE WWW.TRUE VINE IMAGES.COM WEBSITE, INCLUDING ANY
IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSES,
NON-INFRINGEMENT OF COPYRIGHT, TRADEMARKS OR OTHER INTELLECTUAL PROPERTY RIGHTS,
OR FREEDOM OF ANY SERVICES, OR ANY WORKS OR OTHER MATERIALS OR CONTENT, FROM
VIRUSES, WORMS, TROJAN HORSES OR OTHER CODE WITH MALICIOUS, DISRUPTIVE AND/OR
DESTRUCTIVE FEATURES.
18.
Miscellaneous
18.1.
In addition to the representations and warranties User has made above, True
Vine Images and User hereby represent and warrant that it, or he or she, has
the right to enter into this Agreement;
18.2. No waiver on the part of True
Vine Images to exercise any power, right, privilege or remedy under this
Agreement, and no delay on the part of True Vine Images to exercise any such
power, right, privilege or remedy, shall preclude any other or further
exercise thereof or of any other power, right, privilege or remedy. True Vine
Images shall have the right, in its sole discretion, to assign any or all of
its rights or obligations under this Agreement. User shall have no right to
assign any of User's rights or obligations under this Agreement;
18.3. This Agreement shall be inure to the benefit of, and be binding upon,
True Vine Images and User, and its and User’s respective successors and
assigns. Nothing in this Agreement, express or implied, is intended to confer
upon any person or entity, other than True Vine Images and User, and its and
User’s respective successors and assigns, any rights, remedies, obligations
or liabilities under or by reason of this Agreement;
18.4. Whenever the context so requires, the singular number shall include the
plural and vice versa, and the masculine, feminine and neutral genders shall
include each other
BY CHECKING THE BOX ON THE REGISTRATION FORM INDICATING THAT USER
HAS READ THIS AGREEMENT AND AGREES TO ITS TERMS, USER INDICATES HIS OR
AGREEMENT TO THE AGREEMENT IN ITS ENTIRETY.
Effective
November 30, 2011
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IMPORTANT NOTICE TO
CONTRIBUTORS
Not
required of Members who are not also
Contributors licensing Media through the Website.
CONTRIBUTORS (ONLY) MUST ALSO COMPLETE
EXECUTE AND FAX THE REQUIRED IRS FORMS BACK TO THE FAX NUMBER LISTED ON THE
CONTACT PAGE OF THE TRUE VINE IMAGES WEBSITE.
U.S. RESIDENTS: CLICK HERE TO DOWNLOAD IRS FORM W-9.
NON-RESIDENTS (foreigners): CLICK HERE TO
DOWNLOAD IRS FORM W-8.
TRUE VINE IMAGES WILL NOT BE ABLE TO ISSUE YOU
ANY ROYALTY PAYMENTS UNTIL WE RECEIVE THE APPROPRIATE COMPLETED AND SIGNED
IRS FORM!
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