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123RF AUDIO CONTRIBUTOR AGREEMENT ("AGREEMENT")

123RF.COM Audio Contributor Agreement

THIS IS AN AGREEMENT BETWEEN AUDIO CONTRIBUTORS (MUSICIANS, COMPOSERS, SOUND ARTISTS AND OTHER AUDIO CONTRIBUTORS) (“YOU”) AND 123RF LIMITED (“123RF”). THIS AGREEMENT APPLIES TO ALL AUDIO CONTRIBUTORS WHO SUPPLY AUDIO CONTENT TO 123RF.COM / 123ROYALTYFREE.COM (COLLECTIVELY KNOWN AS “SITES”).

Definitions

"123RF Parties" means 123RF, its respective officers, directors, employees, agents, representatives, officers, shareholders, advisors, licensees, sub-licensees, parties within the Distribution Network and anyone else associated with 123RF.

"Accepted Content" means Audio Content which has been Uploaded onto the Sites and deemed suitable for posting on the Sites by 123RF for licensing purposes.

"Applicable Deductions" has the meaning ascribed to it in Section 5(d).

"Audio Content" (which includes, as the context requires, Accepted Content and Edited Content) means any sound (including music, sound effects, musical compositions, musical arrangements, jingles, track compilations, sound and master recordings, non-musical audio recordings, voice and voice recordings and sound / audio clips), original digital files, or any copies thereof.

"Audio Release" means a document stipulating the terms and conditions under which a party may legally use the voice, voice recording or other audio recording of another party (i.e. the owner/creator of such voice, voice recording or other audio recording).

"Collection Societies" means any performing, mechanical, or other similar rights society (e.g. ASCAP, IFAMLA, MACP, BMI, SESAC, SOCAN, KOMCA, SACD, SACEM, MCPS, PRS, PPL, GEMA, GVL, SGAE, AIE, MCPS, SDRM, JASLAC, etc.) in any jurisdiction that collects and administers royalty payments on behalf of music publishers, writers and performers.

"Commission" means the payment due to the Contributor (less any Applicable Deductions) from sub-licensing the Audio Content Uploaded and owned by the Contributor according to 123RF Commission Structure (as may be revised by 123RF from time to time).

"Contributor" means any individual or entity that (i) has accepted this Agreement; (ii) successfully cleared the ID verification process as per Section 3; and (iii) been approved by 123RF to upload Audio Content onto the Sites.

"Distribution Network means the following methods / platforms used by 123RF to sell, license, sublicense and distribute Content:

123RF.com / 123ROYALTYFREE.com (i.e. the Sites)
application programming interface (API) methods / business models and other portable interfaces linking to Sites
other websites, platforms and venues under common control of 123RF or affiliated to 123RF
Distributors / resellers and their respective sites and distribution channels

"Distributors" mean any person / entity from any territories authorized by 123RF to resell the Audio Content through the Distribution Network.

"Edit" means not using the entire Audio Content or using the Audio Content in an incomplete or altered form, including editing, looping, enhancing, adapting, distorting or modifying, provided that any change shall not alter the fundamental character of the Audio Content used, or entitle any ownership rights to be claimed from the Audio Content (in its original or Edited form), including copyright from the derived work or Licensed Work.

"Edited Content" has the meaning ascribed to it in Section 2(b)(iv).

"IPR" means copyright, trademark, intellectual property rights, privacy rights, publicity rights, trade secrets, confidentiality or any other proprietary right of any party or third party.

"Licensed Work" means the end-product or end derivative work that has been Reproduced, Synchronized, Edited or created by or on behalf of the Licensee using independent skill and effort and that incorporates Audio Content and other material, and which Audio Content shall be inseparable from the Licensed Work to be a standalone Audio Content.

"Licensee" means the third party clients / customers / users who license Audio Content from 123RF, the Sites or the Distributors.

"Payoneer" is an internet based financial service business that allows users to transfer money and receive payments through reloadable prepaid MasterCard debit cards.

"PayPal" (www.paypal.com) is an account-based system that lets anyone with an email address securely send and receive online payments using their credit card or bank account.

"Reproduce" means distortion, alteration, cropping, editing, incorporation or manipulation of any part of the Audio Content to create / reproduce a derivative product

"Skrill" (www.skrill.com) is a worldwide payment network that allows anyone to safely send and receive money using credit / debit card and banking accounts.

"Synchronize" means to use Audio Content in timed relation to other elements.

"Upload" means the upload, storage, transmission, posting or submission of Audio Content on or to the Sites, whereby each Upload shall be governed by the terms and conditions of this Agreement.

Grant of Authority

You grant 123RF the perpetual right as a non-exclusive distributor to distribute, license, sublicense and sell Your Audio Content on a worldwide basis (by itself and through any number of Distributors and authorized resellers) in and through any and all media and methods now known or hereafter devised, including all marketing media, promotional channels or marketing methods, on terms and conditions as 123RF solely deem fit. You fully authorize and approve 123RF and the parties within the Distribution Network to facilitate all licensing and royalty fee payments / commissions with regard to Your Audio Content as they each deem fit, including without limitation the remittance, collection, payment, withholding, transfer, crediting and other payment / collection methods for the sale, licensing and sublicensing of Audio Content.

Use Rights. You grant 123RF the right to use, re-use, Reproduce, Edit, distribute, publish, republish, Upload, post, transmit, print, crop, package, market and publicly display Audio Content to prospective Licensees through any marketing media, promotional channel or marketing method it deems fit, and to exercise in any media (as currently existing and developed from time to time) and in any manner, including the following rights (and to authorize others including, without limitation, Distributors, parties within the Distribution Network, Licensees, Clients and Customers to do the same):

Creation of Licensed Work and Reproduction. The right to use the Audio Content for the purposes of mechanical reproduction and duplication, electrical transcription, Synchronization with visual images, other music or sound, dramatic productions, the Reproduction of Licensed Work and various commercial uses and to collect all fees and royalties becoming due from such uses, if any;

Performances. The right to publicly perform and authorize others to publicly perform the Audio Content for profit and to collect all fees and royalties becoming due from such performances, if any;

Commercial Media and Products. The right to commercially market, advertise, promote, distribute, rent, sell, license, broadcast, exhibit, manufacture and otherwise exploit products, infomercials, film or television productions and other works embodying or incorporating the Audio Content, including (i) theatrically; (ii) on all forms of television including cable, cable transmission, free, pay, subscription, syndicated, video-on-demand, CATV and satellite; (iii) on radio for broadcast over the air, satellite broadcast, or internet whether by streaming or otherwise, and radio programming whereby Audio Content is Synchronized with other musical or audio works; (iv) on the internet and/or mobile devices via browser (including podcasts), device or download, as website background music or sound or similar use for personal or commercial websites; (v) on tangible media devices (like DVD); (vi) tags for products, services and organizations; (vii) promotional activities which include exhibitions or performances in commercial, retail, wholesale or other sales locations to promote products, services and organizations; (viii) to develop motion pictures intended for exhibition for the purpose of creating awareness; (ix) to develop products, services, presentations or exhibitions intended to market, promote or educate on goods, wares and/or services; and (x) Reproduce or manufacture Licensed Work products for re-sale, license or other re-distribution including, without limitation, toys, games, cards, and other similar entertainment products (collectively, "Commercial Media and Products"), and the right to authorize other to do the same and engage in or Reproduce Commercial Media and Products;

Edit And Format. To the extent permitted by applicable law, the right to Edit Your Audio Content and the right to authorize others to do the same ("Edited Content"), and You agree to accept and agree to the resultant Edited Content being used for licensing, distribution or use in the form of the Audio Content pursuant to the terms and conditions of this Agreement or a Licensed Work. In addition, You hereby agree to 123RF and the parties within its Distribution Network to re-format or otherwise prepare / rationalize the Audio Content for purposes of licensing, promotion, preview or use, and assigning International Recording Codes to the Audio Content (if necessary);

Distribution. The right to promote, distribute and license Audio Content (including Accepted Content and Edited Content) any configuration (as a single song or sound, as part of an album or other bundle, in an on-demand stream, as part of a subscription service, as part of a collection or recording, etc.) from the Sites or any and all Distribution Network(s);

Sampling. The right to create, edit and publicly perform, playback, sample or otherwise make available to the public by streaming, clips comprising portions of the Audio Content ("Sampling"), for the purposes of promoting the sale or licensing of Audio Content on the Sites or the Distribution Network;

Copies. The right to reproduce and publicly perform or reproduce any necessary server and/or ephemeral copies of the Audio Content, including those required to create and maintain an audio fingerprint and the right to authorize other to do the same;

Mobile Audio. The right to edit, modify, alter, enhance, reproduce, loop, distribute and publicly perform portions of the Audio Content as ringtones, ring acoustic and other tonal systems or similar audio segments for use in connection with wireless devices or telecommunication devices, and the right to authorize others to do the same;

Contributor Information. Upon Your consent, the right to use and publish, and permit others to use and publish, Your name in association with the Audio Content, in connection with exploitation of the Audio Content by us or by third parties selling and distributing music or other sound content on or through their sites or other distribution channels, including for advertising and promotional purposes;

Promotions. The right to use Audio Content for 123RF or the Distribution Networks business purposes relating to the promotion of the Sites, the Distribution Network and their respective distribution programs, and promote the licensing of Audio Content, for which no compensation shall be due to You for such business or commercial purposes; and/or

Categorization and Keywording. The right to determine (i) the suitability of key words used or associated with Accepted Content and adapt, change and insert as 123RF deems fit other key words for such Accepted Content; and (ii) the categorization of all Accepted Content on the Sites and within the Distribution Network.

Contributor's Identification

You are required to submit at least one (1) valid means of Government-Issued identification to 123RF during Your account creation, as follows:

Travel Passport;
Identity Card;
Driver's License; and/or
Certificate of Incorporation (Companies & Organizations).

Scanned proof of identification can be uploaded via the Sites.

123RF reserves the right to NOT to:

accept the Upload of any or all of the Audio Content submitted by You;
process Your payments until valid identification is provided;
start or continue to review and approve Audio Content submitted by You until valid identification has been submitted and approved;
process Your payments if 123RF suspect that You have been involved in fraudulent transactions / infringement of IPR / this Agreement; and/or
reinstate any account / membership that has been de-registered or revoked.

Disclosure of Identification.

123RF will not rent, sell, or share personal information about You with other parties or non-affiliated companies, unless 123RF is required to do so by law, or in good faith.

Privacy and Security of Personal Information

123RF will accept personal identification documents only by secure upload process within the Sites.
123RF will take all necessary security measures and precautionary protocols to ensure that all Contributors' documents used to verify the identity of the Contributor remains undisclosed from unauthorized third parties.

Right of Refusal of Audio Content and Account

Contributor's Payment

123RF shall pay You based on the 123RF Commission Structure outlined here: http://www.123rf.com/contrib_structure.php. The Prices for Accepted Content may vary according to quality, type / category, length / size, demand / popularity of the Audio Content, and any other relevant factors. Unless otherwise stated, payments made will be in US Dollars.

Your account will be updated in real time for each of Your Content downloaded by a paid subscriber / user but the total amount payable will only be shown by the 15th of each month. Payment will only be made if the total amount meets the Minimum Payout Thresholds below and You have duly completed the withholding tax document through 123RF's platform. If the total amount payable does not meet such threshold, the amount will be carried forward and accumulated in the following month. Payments are automatic and do not need to be requested. In the event You fail to submit the duly completed withholding tax document through 123RF's platform, any of Your Commission which is subjected to tax, will automatically be subjected to thirty percent (30%) withholding tax.

The amount of withholding tax to be deducted by 123RF shall be based on the structure outlined here: https://www.123rf.com/tax/taxtreaty.php

All Commission to be paid to You by 123RF are subject to the following adjustments / deductions:

any applicable taxes or withholdings, at the sole opinion of 123RF, is required by 123RF to withheld, deduct or paid from any of Your Commission pursuant to any applicable law, regulation or treaty (however, 123RF and the parties in the Distribution Network shall not be responsible in any way for Your tax obligations);
any refunds or cancellation of licenses or downloaded Audio Content by the Licensees for any reasons whatsoever;
any other reasonable expenses attributable to You in the course of enforcing this Agreement;
any prior overpayment of Commission by 123RF to You; and
any other amount due from You to 123RF or any parties in the Distribution Network,

Minimum Payout Threshold(in US$)

PayPal

Skrill

Payoneer

Selecting Payment Method: By default, the system will not select any payment method and 123RF will not send You any payments until You have chosen any of the payment methods above. If You wish to receive payments via PayPal, Skrill or Payoneer, You are required to edit these settings in Your profile after signing in or during initial account registration. 123RF shall not be responsible for payment set to incorrect addresses as entered by You into Your profile.

Transaction Fees: Changes to Your payment preferences or address may result in processing payment problems / delay, and cause additional processing fees / bank transaction charges (if any) to be incurred (Additional Transaction Fees). If the Additional Transaction Fees (if any) did not occur through any fault of 123RF, 123RF may charge a processing fee equivalent to the Additional Transaction Fees in processing and making payments to You by netting off such Additional Transaction Fees when payments are made.

Account Cancellations and Sums Remaining: If You cancel Your account before You reach Your Minimum Payout Threshold, the amount in Your account will be forfeited.

Modification: 123RF reserves the right to modify the commission rate and/or payment processing and/or payment delivery schedule at any time and notify You by email of the change.

Payment Schedule: All payments are made on or after the 15th following the month that Your Minimum Payout Threshold is reached. Example, if You reached US$100.00 worth of commissions by end February and elect Skrill, 123RF will pay You US$100.00 by the 3rd week of March.

Customer Refunds and Adjustments

Downloads resulting from credit card chargeback and customer refunds will be removed from Your earnings.
Refunds are only given after signed documents are returned to 123RF by the subscriber / user indicating that they will destroy any downloaded Audio Content from the Sites and will not use the Audio Content.

Fraudulent Downloads & Violations

Intellectual Property Right Infringements: You must not contribute any Audio Content in any manner that violates, plagiarizes, misappropriates or infringes the rights of third parties including but not limited to IPR infringements.

Sites Tampering: You may not copy or adapt the object code of the Sites, or reverse engineer, reverse assemble, decompile, modify or attempt to discover any source or object code of any part of the Sites, or circumvent or attempt to circumvent or copy any copy protection mechanism or access any rights management information pertaining to the Sites.

System Abuse: All Your earnings will be forfeited if You are found to be artificially inflating downloads or abusing the system.

Post-termination Account: If Your account is terminated for any reason, You must obtain 123RF's permission to sign up for another account. Further violation will result in Your permanent ban from the Site.

Indemnity
1. Indemnity by You: You agree to fully defend and indemnify the 123RF Parties, free and harmless from any and all claims, liabilities, costs and losses (including any reasonable attorney's fee and disbursement), arising in connection with (i) Your submission of Audio Content; (ii) the use, licensing or sale of such Audio Content by 123RF, Distributor, parties within the 123RF Parties and clients pursuant to the terms of this Agreement; (iii) the use or infringement by You of the Sites; and/or (iv) any breach or alleged breach or of any falsity or misrepresentation of any representation and warranty made by You in this Agreement.
2. Indemnity by 123RF: Subject to the terms of this Agreement, and provided that You have not breached the terms of this agreement, 123RF agrees to defend, indemnify, and hold You harmless up to the Liability Cap below. Such indemnification shall only apply to claims for damages directly attributable to 123RF's breach of its representations and warranties in this Agreement, together with the expenses (including reasonable attorneys' fees), arising out of or directly connected to any valid actual or threatened lawsuit, claim, or legal proceeding. This indemnification is conditioned upon You notifying 123RF, in writing, of any such claim or threatened claim, no later than five (5) business days from the date You know or reasonably should have known of the claim or threatened claim. Such notification must include all details of the claim then known to You and emailed to legal@123rf.com, Attention: General Counsel. If required, 123RF shall have the right to assume the handling, settlement or defense of any claim or litigation to which this indemnification applies. You agree to cooperate with 123RF in the defense of any such claim and shall have the right to participate in any litigation at Your own expense. 123RF shall not be liable for any legal fees and/or other costs incurred prior to receiving complete notification of the claim as provided herein.
3. Liability Cap: 123RF's maximum aggregate obligation and liability to You for all claims (assessed collectively) arising under this Agreement shall be limited to Ten Thousand United States Dollars (US$10,000.00) (the "Liability Cap").
Liability and Disclaimer

No Consequential Liability: In no event will any of the 123RF Parties be liable for any actual, indirect, special, incidental, economic, or consequential damages including but not limited to loss of revenue or profits, arising out of the submission, promotion, use, inability to use, or payment for, the Audio Content, even if 123RF or the 123RF Parties has been advised of the possibility of such damages.

Third Party Sub-Licensees: You agree and acknowledge that 123RF Parties and the parties within the Distribution Network will license the Audio Content according to various license agreements; however, third party sub-licensees of the Audio Content may or may not adhere to the terms and conditions of those license agreements, for which non-adherence the 123RF Parties and the parties within the Distribution Network shall not be held responsible or accountable in any way. In this regard, You hereby agree that while You may directly pursue claims against third party non-compliant sub-licensees, You will not pursue nor have any claims whatsoever against the 123RF Parties or the parties within its Distribution Network but 123RF may assist Your pursuit of such claims at 123RF's discretion and at Your expense.

Copyrights and Warranties

Submission: Repeated submissions of Content that do not meet the requirements and specifications as informed by 123RF may result in account termination.

Legal Capacity: You warrant that You are 18 years of age or over and have the legal capacity to enter and accept this Agreement. By using this site, and/or registering for an account, You warrant that You are 18 years of age or older.

Copyright Ownership: You warrant that You own all proprietary rights including copyrights to the Audio Content and understand that 123RF is merely providing a platform to market and sell the Audio Content for You. No title, copyright or IPR are transferred or granted in any way to 123RF or any third party.

Tax Liability: You warrant that You shall be responsible for any income and all tax declarations as required in Your country of residence. 123RF shall not be held responsible for any tax issues pertaining to commissions paid out to You.

No IPR Infringement: You represent and warrant that Your Audio Content does not, in any way and in any territory worldwide, infringe the copyright, trademark, IPR, performers' rights, audio / voice release rights, production rights, privacy rights, publicity rights, trade secret, confidentiality or any other proprietary right of any party or third party. You agree that You may not Upload any Audio Content which infringes any IPR and You have the duty and obligation to notify 123RF of any such infringement (or possible infringement) and to take all steps to prevent any infringement of IPR. 123RF reserves the right to remove from the Sites and the Distribution Network any Audio Content which infringes (or which 123RF believes may infringe) any IPR with or without notice or reference to You.

No Immoral Audio Content: Your Content do not involve any sensitive subject matters such as child abuse or exploitation, invasion of privacy or elements which are pornographic, offensive, politically endorsing, racist, ethnically or culturally offensive, obscene or indecent, sexually explicit, immoral, defamatory, intrusive of privacy or illegal; or which endorses violence or acts of terrorism, is discriminatory towards race, gender, religion, faith or sexual orientation.

Personal Account: You covenant to use the 123RF account only for Yourself and take all steps to ensure that no one else uses the account, and that any violations thereof and losses, damages arising thereby shall be at Your sole liability / responsibility.

Right to Grant: You represent and warrant that You have all unconditional and irrevocable authority, right, title and ownership in granting all the rights in this Agreement to 123RF in relation to Your Audio Content.

Creation Expenses You represent and warrant that other than the commissions, there are no other fees, expenses, claims, damages or royalties payable or which may be payable to You (or any person involved in the creation of the Content uploaded by You) (Creation Expenses) by 123RF and the 123RF Parties, as a result of the licensing or use of the Content pursuant to the terms and conditions of this Agreement, and that any entitlement to Creation Expenses however and whenever arising is hereby waived by You unconditionally. You further represent and warrant that all Creation Expenses payable to persons involved in the creation of the Audio Content uploaded by You have been paid by You in full and that if, for any reason, such Creation Expenses remain outstanding or arise, You shall bear full and sole responsibility.

Virus/Malware: You warrant and represent that You will not introduce or transmit to the Sites (and Your Audio Content do not contain) any material or program of any kind that contains any virus, Trojan horse, spyware, adware, malware, bot, time bomb, worm, or other harmful or malicious component, which or might overburden, impair or disrupt the Sites or servers or networks forming part of, or connected to, the Sites, or which does or might restrict or inhibit any other user's use and enjoyment of the Sites.

True Information: You warrant that all registration information, documents and identification provided by You are true, accurate, up to date and not misleading, and that You shall update such information to the Sites/123RF as changes occur.

IPR Duty: You represent and warrant that Your Audio Content do not, in any way and in any territory worldwide, infringe IPR. You agree that You may not upload any Audio Content which infringes any IPR and You have the duty and obligation to notify 123RF of any such infringement (or possible infringement) and to take all steps to prevent any infringement of IPR. 123RF reserves the right to remove from the Site and the Distribution Network any Audio Content which infringe (or which 123RF believes may infringe) any IPR with or without notice or reference to You.

Society Membership. You represent and warrant that there are no royalty payments which are payable or may be payable to any of the Collection Societies in relation to all Audio Content contributed / Uploaded / to be contributed by You, and that You are not a member of any of these Collection Societies. If You are a member of a Collection Society, You are NOT eligible to sign up as a Contributor or directly or indirectly contribute or Upload any Audio Content to the Sites, 123RF or any site or venue operated within the Distribution Network. If You intend to join a Collection Society, You must inform 123RF before doing so and take steps to terminate this Agreement pursuant to the terms herein.

Audio Release: You represent and warrant that each Audio Content submitted by You that requires an Audio Release (in order to comply with all the terms and conditions in this Agreement and the rights granted by You to 123RF herein) is accompanied by the valid and accurate Audio Release.

Term and Termination

Term: This Agreement is effective until terminated. Either party may terminate this Agreement by giving thirty (30) days written notice to the other party.

Immediate Termination: Either party may terminate this Agreement effective immediately upon receipt of notification if the other party:

should either party become insolvent or be subjected to bankruptcy.

should either party files a petition in bankruptcy.

is in breach of this Agreement through violations pertaining to IPR.

Survival Rights: Termination will not affect any prior licensed Content with respect to Content granted to any licensee and such licenses will continue in full force and effect according to their terms.

Effect of Termination: Within a reasonable time after termination or expiration of this Agreement, 123RF shall delete all digital files representing the Accepted Content and withdraw the availability of such files for search and licensing from all Distributors databases and repositories.

Post-Termination / Content Removal Licensing: Notwithstanding Clause 11(d) above, 123RF may retain digital files of the Content of its back-up media up to ninety (90) days after termination or removal of the Content by You. 123RF reserves the right to pursue and close previously quoted transactions prior to the termination and conclude the sale before the next payout date. All commissions due to You as a result of the sale after the termination shall be paid out in full.

Outstanding commissions due to termination: 123RF may deem this Agreement to be terminated and reserves the right to off-set, forfeit or freeze any part or all commissions due to You if there has been any material misrepresentation made as to the warranty, capacity, identity or copyright ownership of Content provided to 123RF or the Sites hereunder.

Governing Law and Dispute Resolution

Language

This Agreement was originally written in English and was subsequently translated into other languages. The fidelity of subsequent translations cannot be guaranteed. In case of inconsistency between the English and the translated version, the English version shall prevail.

Entire Agreement

This Agreement constitutes the entire Agreement between You and 123RF regarding its subject matter and supersede any prior agreements with respect to the subject matter. Should any provision of this Agreement be held to be void or invalid, that fact will not affect any other provision, and the remainder of this Agreement will be construed to most closely give effect to the parties' intentions. Failure by 123RF to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision.

Modification

123RF reserves the right to modify these terms at any time and to notify You by email and/or the Sites of the modifications.

Acknowledgment of Acceptance

By clicking the "I Agree" button and submitting Audio Content, the Audio Content Contributor acknowledges to have read, understood and accept the terms of this Agreement, and had the opportunity to and has sought prior legal advice and agrees to abide by and be bound by the Terms and Conditions as set forth in this Agreement.