By uploading or submitting the Content, you agree to the terms of this Agreement. You agree that this Agreement applies to any or all Content that you upload, including Content uploaded prior to the effective date of this Agreement. For the avoidance of doubt, we will not enter into separate agreements for Content, as this Agreement applies to all Content that you upload onto a Website or submit during the term of this Agreement. If you download the Content on behalf of an entity, then this Agreement applies to such entity. In such case, you represent and warrant that you have the authority to bind such entity to this Agreement.
1. Upload of content
Wildstock, in its sole discretion, may determine what Content is suitable for posting on the Website or other means of direct or indirect distribution, and only such Content as it deems suitable in its sole discretion will be considered “Accepted Content” for the purposes of applicable provisions of this Agreement.
2. Intellectual Property Rights
By uploading Content to Wildstock, you represent and warrant to Wildstock that you own all rights, title and interest in and to such Content, including all copyright, trademarks, patents, rights of privacy, rights of publicity, moral rights, and other intellectual property rights (collectively, “IP Rights”) and/or have all necessary rights and license to grant us the rights in and to such Content that you grant to under this Agreement. To the fullest extent permitted by applicable law, you specifically waive any moral rights with respect to the Content, and to the extent such waiver is not permitted, you covenant and agree that you shall not to enforce such rights against us, our affiliates and our End Users.
You further represent and warrant that 1) the Content will not infringe the IP Rights of others, contain misleading or false information, or contain any illegal or defamatory content; 2) you will not upload any Content that infringes or violates the IP Rights of any person or entity or contains any libel, slander or other defamation upon any person. To the extent that any Content requires third party licenses or permissions, including subject or property releases, the Uploader is responsible for obtaining and documenting such licenses or permissions; additionally, Uploader shall keep a copy of such third party licenses or permissions so long as the Content is available on Wildstock and for a period of five (5) years after removal of such Content from Wildstock. We may remove Content or terminate your account in our sole discretion without prior notice.
3. License grant to Wildstock
By uploading any Content to the Website and using the Service, you agree and acknowledge that you are offering for sale the right to use your Content to anyone who uses Wildstock including but not limited to individuals and companies who acquire or download your Content from Wildstock (“End Users”). By uploading any Content to Wildstock, you grant to Wildstock:
- 3.1 License to Sell and Distribute
A worldwide, royalty-free and non-exclusive license(s) to (i) copy, display, use, sell, distribute, sublicense, reproduce, modify, adapt, and prepare derivative works incorporating, publicly display, advertise and market such Content on our Websites;
- 3.2 License for Marketing
A worldwide, non-exclusive right to use your name, display name, social handles, and Content, including any alterations, modifications, reproductions, and derivative Contents thereof, in connection with any of Wildstock’s marketing and promotional activities including, but not limited to, print, online, social media, television, and films, without the payment of any compensation to you.
- 3.3 Right to Market
The right, but Wildstock is not obligated, to license all Content to its customers for use in accordance with the terms set forth Wildstock’s license agreements with End Users, as the same may be amended from time to time, in Wildstock’s sole discretion.
4. Sublicensing to End Users
You also grant us a license to further sublicense our right to use, reproduce, publicly display, distribute, modify, publicly perform, and translate the Content on a non-exclusive, worldwide, and perpetual basis in any media or embodiment in accordance with Wildstock’s license agreements with End Users, as the same may be in effect from time to time, in Wildstock’s sole discretion.
The license to our End Users may change time to time and may include the right to modify and create derivative Contents based upon the Content, including but not limited the right to sell or distribute for sale the Content or any reproductions thereof if incorporated or together with or onto any item of merchandise or other Content of authorship, in any media or format now or hereafter known, provided that such End Users’ use of the modified Content is limited solely to the same uses permitted with respect to the original Content. Each such license is subject to payment of a license fee by those members, and we are entitled to a portion of such fee, in accordance with our Payments policy in Section 6 of this Agreement.
When you upload Content, you will set the price payable by end users to license such Content. Wildstock will provide some limited guidance on a possible price range for informational purposes only. You are solely responsible for conducting your own research and analysis to determine the price to sell your uploaded Content, and you agree that in doing so, you are not solely relying on Wildstock’s pricing guidance to set the price. Wildstock is not responsible for any pricing errors made by the Uploader nor will it be responsible for any loss profits or revenues.
6. ROYALTIES; PAYMENTS
Unless otherwise stated in this Agreement, we have no payment obligations to you other than what is set forth in this payment section.
- 6.1. Payment
Wildstock agrees to credit you royalties equal to fifty percent (50%) of gross sales of each unique sublicense of your uploaded Content sold by the Websites (the “Royalties”) within 30 days after the end of each month in which a sublicense of your Content was made (except when sales reporting is delayed for transactions, (a “Sales Period”). A payment will be made once the account reaches a minimum credit of $50 by electronic funds transfer (as may be supported by Wildstock from time to time, such as PayPal), or such other method as Wildstock may reasonably determine or as agreed by the parties. We may pay you through a third party payment processor such as Paypal.
If you agree to participate in the Give Back Fund (as defined below), your Royalties will be reduced by the amount of your contributions to the Give Back Fund in accordance with your instructions.
We may modify our payment terms from time to time, including but not limited to updating royalty rates and payment terms and/or directing you to new payment schedule for rate and payment policies. You should look at our payment terms regularly. By continuing to submit or upload Content or not removing Content, you are agreeing to any new rate and payment policies as revised from time to time.
- 6.2 Taxes
You are responsible for completing any necessary IRS forms in order to receive payment. A "US Person" (as defined by the IRS) must submit a completed IRS Form W-9 to us. A "Foreign Person" (as defined by the IRS) must submit a completed IRS Form W-8 to us. If any fee payable to you is subject to tax withholding or other tax collected at the source by any taxing authority, we will deduct such tax from the fee payable to you. We will make reasonable effort to provide you with a copy of the official receipt covering such payment of tax, if such copy is available. We will reasonably cooperate with you to obtain the benefit of any applicable tax treaties pertaining to such taxes.
- 6.3 Give Back Program
Wildstock will donate 10% of revenues received from Content sales into a fund (“Give Back Fund”) to be disbursed on a quarterly basis to one or more programs, initiatives or charitable organizations that advance the cause of environmental conservation (“Give Back Program”). We will provide an annual report to our community of the results of our Give Back Program.
You will have the option of participating in the Give Back Program by agreeing to allocate a portion of the Royalties you otherwise would receive under Section 6.1 to the Give Back Fund. Because Wildstock is not a tax-exempt non-profit organization, your election to allocate funds to the Give Back Fund will not be tax-deductible contribution on your part. However, funds contributed to the Give Back Fund will be deployed by Wildstock to advance the cause of environmental conservation, in accordance with guidelines we establish for the Give Back Program.
7. TERMINATION & Effects of termination
- 7.1 Termination
We may terminate this Agreement or remove any Content or suspend your account for any reason without prior notice. We will have no payment obligation to you if we terminate the Agreement for due to your breach of this Agreement. You may terminate this Agreement at any time upon at least 90 days prior written notice to us in a manner that we prescribed on our Website. We will use reasonable efforts to have Content that you removed from our Website to be removed from the websites of any of our affiliates (including co-branded websites) within 60 days after removal of the Content from our Website. Before the termination of these Agreement or removal of your Content from the websites of any of our affiliates, our End Users may continue to obtain new licenses to your Content. t
- 7.2 Effects of Termination
Any licenses granted to our End Users or to us prior to the date of termination or prior to the removal of any Content from the Website will survive the termination of these Agreement. We will provide payment as stated in section 5 for any license fee that we receive as related to the Content after termination of these Agreement. After termination, we may continue to use the Content solely for internal archival and reference purposes or as stated in this Section 7.
8. YOUR INDEMNIFIcaTION OBLIGATIONS
You will indemnify us and our subsidiaries, affiliates, officers, agents, employees, partners, licensees, and licensors from any claim, demand, loss, or damages, including reasonable attorneys’ fees, arising out of or related to your Content or anything else that you provide to us, your use of the Website, or your violation of these terms. We have the right to control the defense of any claim, action or matter subject to indemnification by you with counsel of our own choosing. You will fully cooperate with us in the defense of any such claim, action or matter. Any amount owed to you under Section 5 above may be offset and reduced by any amount owed by you pursuant to your indemnity obligations hereunder, without demand or notice to you.
9. LIMITATION OF LIABILITY
Except as otherwise provided in this Agreement or required by law, you assume full responsibility for the use of the Website or any Service provided by us.
UNDER NO CIRCUMSTANCES WILL WILDSTOCK BE LIABLE TO YOU OR ANYONE ELSE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISE INCLUDING THOSE (A) RESULTING FROM LOSS OF USE, DATA, OR PROFITS, WHETHER OR NOT FORESEEABLE, (B) BASED ON ANY THEORY OF LIABILITY, INCLUDING BREACH OF CONTRACT OR WARRANTY, NEGLIGENCE OR OTHER TORTIOUS ACTION, OR (C) ARISING FROM ANY OTHER CLAIM ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR ACCESS TO THE WEBSITE, SERVICE, OR CONTENTS. NOTHING IN THESE TERMS LIMITS OR EXCLUDES OUR LIABILITY FOR GROSS NEGLIGENCE OR FOR OUR (OR OUR EMPLOYEES’) INTENTIONAL MISCONDUCT.
You acknowledge and agree that Wildstock’s total maximum aggregate liability under this Agreement is LIMITED TO THE FEES COLLECTED BY WILDSTOCK FOR THE CONTENT THAT IS THE SUBJECT MATTER OF THE CLAIM.
10. DISCLAIMER OF WARRANTIES
THE WEBSITE, INCLUDING ANY CONTENT CONTAINED OR SERVICE PROVIDED THEREIN, ARE PROVIDED BY WILDSTOCK “AS IS” WITHOUT REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.
WILDSTOCK DOES NOT REPRESENT OR WARRANT THAT THE WEBSITE OR ANY CONTENT AVAILABLE FOR DOWNLOADING THROUGH THE WEBSITE WILL BE FREE OF VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. WILDSTOCK MAKES NO WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM ANY THE WEBSITE OR SERVICE(S), OR AS TO THE ACCURACY OR RELIABILITY OF THE WEBSITE OR SERVICES, OR THAT THE WEBSITE OR SERVICE(S) WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.
11. GENERAL PROVISIONS
- 11.1. Assignment
This Agreement may not be assigned without Wildstock's prior written consent. Wildstock may assign this agreement, without notice or consent, to any corporate affiliate or to any successor in interest to Wildstock’s business or assets.
- 11.2. Jurisdiction And Choice Of Law; Dispute Resolution
If there is any dispute arising out of the Wildstock Service, you expressly agree that any such dispute shall be governed by the laws of the State of California, without regard to its conflict of law provisions, and you expressly agree and consent to the exclusive jurisdiction and venue of the state and federal courts of the State of California, for the resolution of any such dispute. Acceptance of the terms and conditions of this Agreement constitutes your consent to be sued in such courts and to accept service of process outside the State of California with the same force and effect as if such service had been made within the State of California. You hereby agree to accept service of process for any action hereunder by certified mail return receipt requested which service shall have the same force and effect as though service had been effected by personal service in the applicable jurisdiction. If any part of these terms is unlawful, void, or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of the remaining provisions.
- 11.3. Arbitration Provision/No Class Action
Except where prohibited by law, as a condition of using the Website or Service, you agree that any and all disputes, claims and causes of action (collectively, "Claim") arising out of or connected with the Website or Service, shall be resolved individually, without resort to any form of class action, exclusively by binding arbitration under the rules of the American Arbitration Association for full and final settlement of such Claim, and judgment on the award rendered in the arbitration may be entered in any court having jurisdiction thereof. Such arbitration shall be held in accordance with the Rules for Expedited Procedures under the Commercial Arbitration Rules of the American Arbitration Association or other mutually agreeable organization, before a single arbitrator (with knowledge and expertise of copyright law if the claim is all or partially for copyright infringement), selected by agreement of both parties or by an independent mediator (with knowledge and expertise of copyright law if the claim is all or partially for copyright infringement) if the parties are unable to agree. The parties shall split the arbitration and/or mediator costs. An award rendered by the arbitrator(s) may be entered and confirmed by the courts of the State of California, County of Los Angeles, or the United States District Court for the Central District of California. The parties agree that any post-arbitration action seeking to enforce an arbitration award or action seeking equitable or injunctive relief shall be brought exclusively in the courts of the State of California, County of Los Angeles, or the United States District Court for the Central District of California.
- 11.4. No Class Actions
You agree to only resolve disputes with us on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action.
- 11.5. Severability
If one or more of the provisions in this agreement is found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions should not be affected. Such provisions should be revised only to the extent necessary to make them enforceable.
- 11.6. Waiver
No action of either party, other than express written waiver, may be construed as a waiver of any provision of this agreement. Our failure to enforce or exercise any of these terms is not a waiver of that section.
- 11.7. Entire Agreement
- 11.8. Notice
All notices required to be sent to Wildstock under this agreement should be sent via email to email@example.com. All notices to you will be sent via email to the email set out in your account.
- 11.9. Taxes
You agree to pay and be responsible for any and all sales taxes, use taxes, value added taxes and duties imposed by any jurisdiction as a result of the license granted to you, or of your use of the licensed content.
- 11.10. No Agency
The relationship between you and us under this Agreement is that of independent contractors. For clarification purposes, the parties are not joint ventures, partners, principal and agent, or employer and employee. Neither party shall have the power to bind or obligate the other in any manner.
- 11.11. Modification.
Wildstock may modify this Agreement that may apply to any or all Content, for example, to reflect changes to the law or changes to our Service or Website. You should look at the terms regularly. We will post notice of modifications to these terms on this page. By continuing to use or access the Website after the revisions come into effect, you agree to be bound by the revised terms.