VIVOZOOM NON-EXCLUSIVE CONTRACT
THE FOLLOWING IS A LEGALLY BINDING
CONTRACT BETWEEN YOU AND IMAGEPICK INC, THE OWNERS AND OPERATORS OF WWW.VIVOZOOM.COM (“VIVOZOOM”)VIVOZOOM.
PLEASE READ THE CONTRACT CAREFULLY AND BE SURE YOU UNDERSTAND IT FULLY. THIS
CONTRACT, DESCRIBES AND CONTROLS YOUR LEGAL RELATIONSHIP WITH VIVOZOOM, THE
RIGHTS YOU ARE GRANTING TO VIVOZOOM AND WHAT USES VIVOZOOM MAY MAKE OF THE
IMAGES YOU SUBMIT.
THIS DOCUMENT ALSO EXPLAINS YOUR
OBLIGATIONS TO VIVOZOOM AND VIVOZOOM'S OBLIGATIONS TO YOU; INCLUDING THE
OBLIGATION TO PAY YOU.
YOU CONFIRM THAT YOU ARE EIGHTEEN YEARS OR OVER AND HAVE THE LEGAL
CAPACITY TO ENTER INTO THIS CONTRACT
Words in Italics are
defined at the end of this Contract
1. GRANT OF RIGHTS
Subject to
this Contract, Contributor grants VIVOZOOM a Non-Exclusive license to
distribute Contributor’s Accepted Images worldwide and to market, reproduce, distribute, publish, transmit,
broadcast, display, exhibit, adapt, crop, modify, recast or enhance, any Accepted
Image, alone or in combination with any other material, in any media or
embodiment, now known or later developed, for any purpose.
2
SUBMISSION, MEMBER PASSWORDS AND ACCEPTANCE OF IMAGES
.
2.1
Submission Guidelines: Contributor agrees to abide by the
current VIVOZOOM submission guidelines in submitting Images to VIVOZOOM. VIVOZOOM may modify or change such guidelines
upon written notice and such change shall apply to Images submitted by Contributor
thereafter.
2.2
Online Submissions: To the extent that these VIVOZOOM submission guidelines require online
submission, Contributor shall be asked to register as a member and use a
Member Name and Password in submitting Images online. Contributor represents and warrants
that the information submitted to VIVOZOOM during registration is truthful,
complete and correct.
2.3
Use of User name and Password: The username and
password issued upon registration with VIVOZOOM is personal and confidential to
Contributor
and shall not be disclosed to any third party without VIVOZOOM’s prior written
consent. Contributor
shall not sell, transfer, trade or give away its membership account or password
to another person or entity. Contributor
shall be responsible for each and every access or use of his/her Image
submissions that occurs with his / her Member Name and Password. VIVOZOOM is
authorized to accept activity on www.submit.VIVOZOOM.com under the Contributor’s User Name
and Password as conclusive evidence that Contributor is submitting Images
pursuant to this Contract.
2.4
Acceptance.
2.4.1
VIVOZOOM
may accept or reject any Images submitted to it in its sole
and absolute discretion. An Image
will become an Accepted Image when VIVOZOOM notifies Contributor that it has
been accepted into its collection.
Contributor acknowledges that some Images may become out of date or not
marketable for one reason or another and that VIVOZOOM may delete such Images
from its collection and will notify Contributor of such action. VIVOZOOM
reserves the right to deem any model or property release unacceptable and to
remove from its collection any Accepted Image that is associated
with an unacceptable release.
2.4.2
Contributor understands that failure to provide adequate evidence, in VIVOZOOM’s
sole opinion, of licensing rights over an Image may prevent any Image
from becoming an Accepted Image.
2.4.3
VIVOZOOM
has the right to correct any errors or omissions in the Accepted Images, as it
may determine, at its sole discretion.
2.5
Ownership of Images. Accepted Images shall at
all times be and remain the exclusive property of the Contributor to be used by
VIVOZOOM solely for the purposes described in this Contract. The Accepted Images shall not be
considered assets of VIVOZOOM in the event of a voluntary or involuntary bankruptcy.
2.6 Copyright and Crediting. Contributor retains copyright in its
Accepted
Images. VIVOZOOM recommends that
you register all of your Images for copyright protection; as
such registration is a prerequisite to commencing an action for copyright
infringement. More information on registering your work for copyright
protection can be found at http://www.copyright.gov/
2.7 Moral Rights. To the extent permitted
by law, Contributor specifically waives any moral rights with respect
to the Accepted Images
3. RELATIONSHIP
AND DUTIES
3.1 Contributor
will immediately notify VIVOZOOM in any cases where there is any claim by a
third party in respect of the Accepted
Image
3.2
Trademark and Promotion License. Contributor grants VIVOZOOM, the
right, but not the obligation, to use Contributor’s name, trademarks and
trade names and the right to reproduce, display, transmit, broadcast and adapt
any Accepted
Image to promote, advertise and market VIVOZOOM,and Contributor
products and services; and Contributor agrees that no
compensation or further consent is due for the use of Accepted Images in VIVOZOOM’s,
promotion, advertising and marketing.
This trademark license shall automatically terminate upon the
termination or expiration of this Contract.
3.3
Licensing Terms.
3.3.1
VIVOZOOM
shall have complete and sole discretion regarding the terms, conditions and
pricing of Images licensed by VIVOZOOM. VIVOZOOM shall have complete and
sole discretion as to delivery methods and distribution of the Images,
including without limitation, single image download, CD-ROM or licensed via a Subscription
Service.
3.3.2
Contributor understands that the Accepted Images will be licensed by
customers of VIVOZOOM with the intention that such licensees will adhere to the
terms of the VIVOZOOM license agreement. VIVOZOOM cannot take responsibility
for the compliance by licensees of the terms of such agreements; VIVOZOOM shall not be liable to Contributor for any breach by a licensee
of the terms of any license agreement.
3.4
Right to Commence Legal Action.
3.4.1
Contributor grants VIVOZOOM the right, at its expense, to determine in its sole and
reasonable discretion, without obligation, if, and when, any legal action shall
be pursued with regard to the use or mis-use of Accepted Images licensed
by VIVOZOOM.
3.4.2
Contributor grants VIVOZOOM the exclusive right, at its expense, to determine in
its sole and reasonable discretion, without obligation, if, and when, any legal
action shall be pursued to defend claims and counterclaims related to the
licensing of Accepted Images by VIVOZOOM.
3.4.3
VIVOZOOM
shall have complete discretion regarding its choice of attorney. Settlements
shall not be subject to the Contributor’s prior approval,
however VIVOZOOM shall not enter into any settlement that shall impair Contributor’s
ownership or copyright in the Accepted Image(s) without the Contributor’s
consent. Contributor agrees to
cooperate with VIVOZOOM, providing, if requested, all reasonable assistance to VIVOZOOM. Contributor agrees to be named in
and being joined in as a party to any proceeding in connection with the
prosecution or defense of any legal claim.
3.4.4
If
VIVOZOOM declines to bring a claim, Contributor retains the right to
bring an action in its own name, at its own expense. In the event of any
recovery, whether settlement or otherwise, Contributor shall pay VIVOZOOM the
same percentage as it would receive under Paragraph 4.2 after payment of all reasonable costs,
expenses, expert witness fees and attorneys’ fees. For the avoidance of doubt
payment to VIVOZOOM will only arise in cases where VIVOZOOM has undertaken the
licensing transaction on which an action has been brought.
4. ROYALTY PAYMENT
4.1
Commission and Statements.
4.1.1.
On
a monthly basis, VIVOZOOM shall remit to Contributor Forty percent (40 %)
of Net License Fees received from the
Licensing of Accepted Images, on the basis of calculation set forth in
4.1.2.
4.1.2.
VIVOZOOM
shall calculate Contributor’s commission on the pro rata share of Net
License Fee received. An example
for illustration purposes is a follows:
If Contributor has 10 Images
downloaded from a monthly subscription from which a total of 50 Images
were downloaded, for which it receives USD 300, then Contributor’s commission
shall be based on 20% of the Net License fee for the subscription:
|
Net License Fee |
USD300 |
|
Total Images downloaded by subscriber |
50 |
|
Contributor’s Images downloaded (20%) |
10 |
|
Contributor’s pro-rata share of Net License Fee (20% of $300) |
USD60 |
|
Contributor’s commission @ 40% |
USD24 |
4.2
VIVOZOOM
shall provide on its web site a statement setting forth the number of downloads
of the Accepted Images and, at the end of each relevant subscription
period, the amount of commission arising. Unless otherwise agreed upon in
writing by both parties, all payments will be made in US dollars (USD). If a customer downloads the same Accepted
Image more than once, then the Contributor will be paid only for
the first download. Payment will be made within 15 days of each month end.
4.3
Legal Awards or Settlements. The Contributor
shall receive Forty percent (40 %)
of all amounts received by VIVOZOOM as a result of a
settlement or lawsuit relating to the Images, after payment of all reasonable
costs, expenses, expert witness fees and attorneys’ fees.
4.4
Credit For Refunds or Fraudulent Transactions and Bad Debts.
In the event that a refund of a payment received or accrued from a third
party is required, VIVOZOOM is specifically authorized to deduct the Contributor’s
share of this overpayment from any subsequent amount due the Contributor.
4.5
Commissions After Termination. The Contributor
acknowledges clients may use Accepted Images after Termination of
the Contract in cases where the Accepted Image has been incorporated
into a lightbox or shopping cart before its removal from the search system.
Accordingly, Contributor specifically agrees that VIVOZOOM has the
non-exclusive right to license for such use of any Accepted Images which
might take place for a period of three months
after this Contract terminates. VIVOZOOM will continue to report to Contributor
as set forth in Section 4.1.
4.6 Minimum Payments. VIVOZOOM
will not remit sums below a minimum value comprising fifty US dollars (USD 50) for
payment to PayPal accounts and one hundred USD$100 to US bank accounts and USD$200
to non-US bank accounts. If during an accounting period Contributor has not
accumulated the minimum level of royalties, the balance will be brought forward
into the next accounting period. If you cancel your
account, prior to accrued income in your account totaling the minimum value of
your selected method of payment, such income will be forfeited by you. Bank
charges will be re-billed to the Contributor for payments to non-US
banks.
4.7 Tax papers. If Contributor is a US tax
citizen or tax payer and paid US $400 or more
by VIVOZOOM in any given calendar year, a signed and properly completed
IRS form W9 must be submitted to VIVOZOOM by email prior to VIVOZOOM making any additional payments If Contributor
is not a US citizen or taxpayer, Contributor must properly complete
and submit the IRS form W8-BEN, otherwise the full withholding tax rate between
the US and Contributors country of residence will be withheld.
5. TERM AND TERMINATION
5.1
Term. This Contract is effective until terminated
by either party with ninety days notice (90), by email or written notification.
5.2
Continued Rights. Regardless of Termination of
this Contract, VIVOZOOM will be entitled to continue to license for a period of
three months from the date of first inclusion in any electronic, online or web
based Product. Termination will not affect any licenses with respect
to Images
granted to any licensee, such licenses will continue in full force and effect
according to its terms.
.
5.3 Effect
of Termination. Within a reasonable
time after termination or expiration of this Contract, VIVOZOOM shall delete
all digital files representing the Accepted Images. Notwithstanding, VIVOZOOM may retain digital
files of Accepted Images as part of its back-up media
5.4 Withdrawal of Images. Contributor may withdraw Images for whatever reason at
whatever time. VIVOZOOM will use reasonable endeavours to remove the Image from searches within a thirty
(30) day period, and to remove hi res Images
within sixty (60) days Any licenses issued by VIVOZOOM in relation to any
withdrawn Images will remain
in full force and effect.
5.5
Termination
for breach
5.5.1 VIVOZOOM has the right to terminate this Contract for fraud, copyright
infringement, violation of a third party's rights of privacy or publicity,
artificially inflating downloads, repeated submission of material that is
obscene in nature, violent or that might be construed as defamatory or for any breach
of the terms of this or any other agreement that you have with VIVOZOOM. If so
terminated for any reason Contributor must obtain written
authorization from VIVOZOOM prior to attempting to enter into a new agreement.
If Contributor
attempts to establish another account without obtaining such authorization, VIVOZOOM
may permanently ban Contributor from its website and its affiliated websites
and services.
5.5.2 In the event that the Contract is terminated
for breach of material terms of this Contract, VIVOZOOM shall have the right to
retain any royalties payable as liquidated damages. Such retention does not
diminish VIVOZOOM’s other legal rights.
6. LIMITATION OF LIABILITY
6.1
IN
NO EVENT SHALL VIVOZOOM OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS,
PARTNERS, AGENTS OR LICENSEES BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE,
EXEMPLARY, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF
PROFITS, INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY
LOSS) IN CONNECTION WITH ANY CLAIM, LOSS, DAMAGE, ACTION, SUIT OR OTHER
PROCEEDING ARISING UNDER OR OUT OF THIS CONTRACT, INCLUDING WITHOUT LIMITATION
THE USE OF, RELIANCE UPON, ACCESS TO, OR EXPLOITATION OF THE SITES, THE IMAGES
OR ANY PART THEREOF, OR ANY RIGHTS GRANTED TO YOU HEREUNDER, EVEN IF VIVOZOOM
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER THE ACTION IS
BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), INFRINGEMENT OF INTELLECTUAL
PROPERTY RIGHTS OR OTHERWISE.
6.3 UNDER NO CIRCUMSTANCES SHALL VIVOZOOM’s
LIABILITY (WHETHER IN TORT, NEGLIGENCE, CONTRACT OR OTHERWISE) FOR LOSS, DAMAGE
OR MISUSE TO ANY IMAGE PROVIDED TO VIVOZOOM EXCEED $10 PER IMAGE OR THE
AGGREGATE OF $100, REGARDLESS OF THE NUMBER OF CLAIMS.
6.4 NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, EXCEPT FOR LIABILITY TO THIRD PARTIES
ARISING UNDER SECTION 7 HEREOF OR ARISING FROM
A BREACH OF SECTION 9 NEITHER PARTY SHALL, UNDER ANY CIRCUMSTANCES, BE LIABLE
TO THE OTHER PARTY FOR INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR
SPECIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, EVEN IF SUCH PARTY
HAS BEEN APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING.
6.5 VIVOZOOM DOES NOT ACCEPT
IRREPLACEABLE OR ORIGINAL MATERIALS AND WILL UNDER NO CIRCUMSTANCES ACCEPT ANY
LIABILITY FOR LOSS OR DAMAGE OF ANY IRREPLACEABLE OR ORIGINAL MATERIALS SENT TO
IT OR ANY OF ITS OFFICERS OR EMPLOYEES
6.6 THE CONTRIBUTOR ASSUMES ALL
RESPONSIBILITY AND RISK FOR USE OF THE WEB SITES INCLUDING WITHOUT LIMITATION
ANY OF THE CONTENT OR INFORMATION CONTAINED THEREIN.
6.6.1
THE
VIVOZOOM WEB SITES, COMPRISING INTER
ALIA; WWW.VIVOZOOM.COM AND SUBMIT.VIVOZOOM.COM , INCLUDING ANY
CONTENT CONTAINED THEREIN, ARE PROVIDED BY VIVOZOOM “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. VIVOZOOM
DOES NOT REPRESENT OR WARRANT THAT THE WEB SITES OR THE IMAGES WILL BE MADE
AVAILABLE FOR SALE OR LICENSE OR THAT THEIR USE WILL BE UNINTERRUPTED OR ERROR
FREE.
6.6.2
VIVOZOOM
DOES NOT REPRESENT OR WARRANT THAT THE WEB SITES OR ANY CONTENT AVAILABLE FOR
DOWNLOADING THROUGH THE WEB SITE WILL BE FREE OF VIRUSES OR SIMILAR
CONTAMINATION OR DESTRUCTIVE FEATURES.
7. CONTRIBUTOR WARRANTIES
7.1 Contributor represents and warrants
that:
7.1.1
Contributor has the full right and authority to execute this Contract and perform
its obligations according to its terms;
7.1.2
Contributor is the sole owner or the legal representative of the owner of all Accepted
Images; and has the authority to grant the exclusive license to VIVOZOOM
under Section 3 herein. Including, inter alia
a. There is no legal disability or
contractual restriction that prevents Contributor from entering into this Contract and there is
no suit action or claim or other legal or administrative proceeding now pending
or threatened which might directly or indirectly affect the Images
or which might in any way impair the rights granted hereunder.
b. The Accepted Images and all
parts thereof are unencumbered and original works and are capable of copyright
protection in all countries where copyright or similar protection is available.
c. There are no sales restrictions of
any kind on any Accepted Images
7.1.3
No
Accepted Image infringes on the rights of privacy or publicity, rights of any
statutory or common law copyright, trademark or other intellectual property
rights, defames any third party, is pornographic or obscene, or violates any
other third party right;
7.1.4
If
the Accepted
Images consist in whole or in part of design elements, fonts, clipart,
sprites, vectors etc that are included in design programs (e.g., Photoshop,
Illustrator) then the standard content license agreement, terms of service or the
equivalent license held by Contributor does permit the
incorporation of such elements in the Images created by Contributor,
and to license such Images to VIVOZOOM in accordance with the terms of this
Contract.
7.1.5
The
caption, keywords, copyright and all other information provided to VIVOZOOM is
accurate and complete and in accordance with VIVOZOOM’S then current submission
guidelines.
7.1.6
A
valid release, either model/and or property has been obtained where necessary
and appropriate for each Accepted Image and VIVOZOOM may use such Accepted Images without obtaining any additional consents or
permissions or the payment of additional fees to third parties. The Contributor
shall provide true copies of releases for each Accepted Image at the
time of the delivery of the Image. Contributor shall identify the
released Images according to VIVOZOOM’S then current submission
guidelines.
8. VIVOZOOM
WARRANTIES
8.1 VIVOZOOM represents and warrants that:
8.1.1 It has the full right and authority to execute and perform its
obligations under this Contract according to its terms; and
8.1.2 It shall use commercially reasonable efforts to market and
license Accepted Images.
8.1.3 It shall not knowingly license an Image for any pornographic,
defamatory, libelous, or otherwise illegal use.
9. INDEMNIFICATION
9.2 VIVOZOOM
shall indemnify and hold Contributor harmless from any
claims, liabilities, losses and damages (including reasonable attorney’s fees
and expenses) arising from any breach of any representation or warranty, any
failure to perform any covenant or agreement hereunder.
10. MISCELLANEOUS
10.1 Confidentiality
Obligation. During the term of this Contract
and for as long after its expiration or termination as either party possesses
any Confidential
Information, each party agrees to not disclose any Confidential Information
of the other party to any third party or use any of the Confidential Information
except as necessary to perform that party's obligations under this Contract. Confidential
information includes but is not limited to information concerning
marketing plans, financial results, pricing schedules, product lines, product
plans, proprietary technology, research information, practices, trade secrets, terms
of this contract, and any and all other information as deemed confidential by
the disclosing party which is not generally known to the public.
10.2 Death
of Contributor. In the event of the death of Contributor
his or her executors, administrators, heirs, successors and assigns shall be
bound by the terms of this Contract and shall receive the payments, which would
otherwise be due to the Contributor.
10.3 Inability
to Locate Contributor. VIVOZOOM
shall use reasonable efforts to locate the Contributor in the event royalty
statements or Images are returned unclaimed. In the event that,
notwithstanding VIVOZOOM reasonable efforts, the Contributor cannot be
located for five years, all unclaimed royalties and Images shall be deemed
abandoned and VIVOZOOM shall have the right to retain all royalties due and
destroy unreturned Images, if any.
10.4 Assignment. This Contract shall be binding upon and shall
inure to the benefit of the Parties’ heirs, executors, administrators, successors,
and permitted assigns. VIVOZOOM may
assign its rights and obligations under this Contract upon written notice to Contributor. Contributor’s obligations hereunder
are personal and may be assigned only with VIVOZOOM’s prior written consent;
however, Contributor’s right to receive payment may be assigned without VIVOZOOM’s
prior consent.
10.5 Relationship
of the Parties. Nothing in this
Contract will constitute the relationship of an employer and employee, a
principal-agent, partnership or a joint venture between VIVOZOOM and the Contributor.
10.6 Notices. All notices to be served in accordance with
this Contract may be served by email, fax, or by mail, at the election of VIVOZOOM.
The email, fax and postal addresses of VIVOZOOM are as set out on the VIVOZOOM
web sit . The email, fax and postal
address of Contributor for these purposes will be such as Contributor
may notify to VIVOZOOM from time to time.
The Contributor and VIVOZOOM agree to notify each other promptly of
any change in their email or mail address for the purpose of notification
pursuant of this Contract.
10.7 Controlling
Law. This Contract shall be
interpreted in accordance with the Laws of the State of New York without
regards to the laws regarding conflicts of law.
The Parties hereby agree to submit to the exclusive jurisdiction to the
Courts of federal or state court located in the State of New York.
10.8 Severability. In
the event that any provision of this Contract shall be unenforceable or invalid
under any applicable law, or so held by applicable court decision, such
enforceability or invalidity shall not render this Contract unenforceable or
invalid as a whole, and in such event such provision shall be changed and
interpreted so as to best accomplish the objectives of such provision.
10.9 Waiver. No express or implied waiver by either party
of any provision of this Contract or of any breach or default of the other
party shall constitute a continuing waiver, and no waiver by either party shall
prevent such party from enforcing any and all other provisions of this Contract
or from acting upon the same or any subsequent breach or default of the other
party.
10.10
Entire Contract.
10.10.1 This Contract, supersedes all prior
agreements and understanding, whether written or oral, incorporates the entire
understanding of the parties concerning the subject matter contained herein.
10.10.2 In addition to the terms of this
Contract, the parties acknowledge that the provision of all Images
and associated data is subject to the policies and procedures outlined on the VIVOZOOM
web site, the terms of which are incorporated by reference into this Contract.
10.11 Abuse of service Contributor will not transmit
unsolicited emails or engage in so-called "spamming" to publicize or
promote its relationship with VIVOZOOM or the sale of Contributor’s Accepted
Images - nor will Contributor advertise or otherwise
publicize this relationship with VIVOZOOM through the use of pay per click
search engine advertising or similar. Contributor acknowledges that such
advertising might infringe on the intellectual property rights of VIVOZOOM
and/or third parties. In addition to its other rights and/or remedies under
this Contract, VIVOZOOM shall be under no obligation to pay Contributor
any referral fees or other compensation if the terms of this paragraph are
violated.
11. DEFINITIONS
11.1 “Accepted Image(s)” means Images
submitted by Contributor to VIVOZOOM and accepted by VIVOZOOM for inclusion
in its collection.
11.2 “Contributor” means the individual owner and
copyright holder of the Accepted Images or one authorized by
written agreement with owner and copyright holder to represent the Images
and enter into this Contract.
11.3 “Confidential Information”
means information designated as confidential or proprietary by the disclosing
party, or known by the receiving party to be confidential.
11.4 “Image(s)” means all types of
visual images including but not limited to photographs, color transparencies,
black and white or color prints, drawings, illustrations, paintings, film
footage and frames from film footage, video and frames from video, digital
images, digital illustrations, vectors, composites, images derived from digital
3D scenes created within 3D programs and shall include keywords, descriptions,
credits and captions associated therewith.
11.5 “Net License Fees” shall be
defined as the gross license fees received by VIVOZOOM after deduction of currency conversion costs,
sales tax, withholding tax, use tax or any other taxes or duties, transfer and
collection fees, or credit card
settlement where applicable.
11.6 “Product” means any
compilations of Images to promote the business of VIVOZOOM and/or to distribute
and license Accepted Images, including but not limited to printed catalogs,
advertising and promotions, CD-ROMs, DVDs, Internet websites and other online
distribution systems, whether now known or which may become known in the
future.
11.7
“Subscription Service” means those Images that are licensed via a
service whereby a third party pays a subscription fee for unlimited access to a
collection of Images during the subscription period.