2nd May 2002

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Amendments - 2nd May 2002

User: info@alamy.com, Date: 02/05/02, Time: 10:00:00 GMT

Alteration to the contributor agreement

We are notifying you of changes to the Alamy.com contributor's agreement.

You can view the Contributor Agreement which was on the site between 17.00 GMT, 27 February 2002 and 10.00 GMT, 02 May 2002 by clicking here.

If a clause has changed in no major way except in number then this has not been listed. If there has been a spelling or grammatical change then this has not been listed. All clause numbers after no.9 in the old contract have changed their number. For example clause no.10 now becomes clause no.11 and so on.

Contributor contract changes

Alamy.com fees and commissions schedule
  Units Amount Timing
Order processing fees
Credit card processing fee of gross license fee % 5.00 --
OR
Invoicing and collection of gross licence fee from customers with accounts % 5.00 --
Collector Commission
Commission on Net Licence Fees for an Image sold through a Collection section % 0.00 --
Alamy.com fees and commissions
Alamy.com commission of Net Licence Fee for Contributors with a registered payment address in Austria, Belgium, Canada, Denmark, Finland, France, Germany, Gibraltar, Greece, Ireland, Italy, Liechtenstein, Luxembourg, Netherlands, Norway, Portugal, Spain, Sweden, Switzerland, United Kingdom, United States of America % 10.00 --
Alamy.com commission of Net Licence Fee for Contributors with a registered payment address in all other countries (not listed above) % 20.00 --
Image Submission fee (per Image submitted) US$ 2.00 --
Storage fee per Image per month, or part thereof, levied in advance of the first day of the month. This charge will come into effect on 1st March 2003 US$ 0.10 (cents) --
Payment frequency
If Account Balance (net of commissions) is > US$ 250 of Cleared Funds -- -- Monthly
Payment fees
Cheque fee - Citibank Processing and Postage US$ 8.00 --
Citibank Foreign exchange fee (if payment not in US$) of net balance % 1.00 --
Cheque cancellation fee US$ 15.00 --
OR
Wire Transfer fee - Citibank Processing and Administration US$ 11.00 --
Citibank Foreign exchange fee (if payment not in US$) of net balance US% 1.00 --

Has been replaced by the following table:

Alamy.com fees and commissions schedule Model Type
Alamy Red
Not available after 02 May 2002		 Alamy Green Alamy Blue
Commission
Includes 5% Order Processing Fee		 Zone 1 15% 25% 35%
Zone 2 25% 35% 45%
Storage fees
Per Image per month		 All Zones 10c
(From March 2003)		 10c
(From March 2003)		 None
Submission fees All Zones $2 per image None None
Payment fees All Zones Either:
  1. US $8 Cheque fee - Citibank Processing and Postage
  2. 1% Citibank Foreign exchange fee (if payment not in US$) of net balance
  3. US $15 Cheque cancellation fee
Or:
  1. US $11 Wire Transfer fee - Citibank Processing and Administration
  2. 1% Citibank Foreign exchange fee (if payment not in US$) of net balance
Payment frequency All Zones If Account Balance (net of commissions) is more than US$ 250 of Cleared Funds

Zone 1
For Contributors with a registered payment address in Austria, Belgium, Canada, Denmark, Finland, France, Germany, Gibraltar, Greece, Ireland, Italy, Liechtenstein, Luxembourg, Netherlands, Norway, Portugal, Spain, Sweden, Switzerland, United Kingdom, United States of America.

Zone 2
For Contributors with a registered payment address in all other countries not listed above.

  1. Preliminary

    1. Replaced "third parties" with "Customers"
    2. Replaced "in the Listing Confirmation" with "at Registration"

    This has been inserted:

    Under this contract the Contributor has the right to:

    1. Control country, usage, media type and industry in which their images are available for sale in.
    2. Control whether each image they submit is displayed as a Licensed (with or without Rights Protection) or Royalty Free image.
    3. Delete any images at any time, subject to clause 9, d.
    4. Update the system, and must do so in respect of any sale on exclusive terms not made via the Alamy.com system.
    5. Supply their images on a non exclusive basis and may therefore sell their images in any other way they wish.
    6. Set their own prices for their images if the Contributor is a Royalty Free Agency.

    A contract shall be entered into between Alamy.com and any Copyright Owner or Agent when the "I Accept" button is clicked following the display of a completed Listing Confirmation. The contract shall comprise that Listing Confirmation Form and the terms and conditions set out or referred to below.

    The contract may be varied or substituted at any time by the completion of a new Listing Confirmation. The contract may be terminated by Alamy.com or the Copyright Owner or Agent in accordance with clause 14 below.
    has been replaced by:
    A contract shall be entered into between Alamy.com and any Copyright Owner or Agent when the Registration process is completed by the Contributor and they have ticked the accepting the Contributor Agreement box during the Registration Process.

    The contract shall comprise that Registration Form and the terms and conditions set out or referred to below.

    The contract may be varied or substituted at any time under clause 3 c below. The contract may be terminated by Alamy.com or the Copyright Owner or Agent in accordance with clause 15 below.

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  2. Definitions

    The following definitions shall apply:"Agent"
    Replaced" in the Listing Confirmation applicable to any Image "with" at Registration

    "Cleared Funds"
    means funds available to pay the Contributor from licence sales made, where the time to clear the funds shall be the longer of either 45 days from the date of the licence sale or the date on which receipt of the funds for the sale is cleared in Alamy.com's bank account.
    has been replaced by:
    "Cleared Funds"
    means funds available to pay the Contributor from licence sales after receipt of funds for the sale has been cleared in Alamy.com's bank account but not sooner than 45 days from the date of the licence sale.

    "Collector"
    Replaced "in a Listing Confirmation" with "at Registration"

    This has been inserted:
    "Commission" means the Alamy.com commission on the Net License Fee

    "Contributor"
    Replaced "the Listing Confirmation" with "Registration"

    "Copyright Owner"
    Replaced "recorded in the Listing Confirmation Form applicable to that Image" with "at Registration"

    This has been inserted
    "Custom Pricing"
    means pricing agreements entered into with Customers where images are Licensed for set amounts, dependent upon usage, These license prices may vary from those of the Alamy.com license calculator.

    "Listing Confirmation"
    means the on-line display on the System at the time the Contributor clicks the "I agree" button and which will have detailed:

    1. the name and address of the Contributor and the bank account details (if applicable) for payment to the Contributor.
    2. the currency in which the Contributor desires that Net License Fees which are Cleared Funds are to be remitted to him/her
    3. where the Contributor is an Agent the name and/or identification reference code for the Copyright Owner of each Image being provided by the Contributor
    4. the Alamy.com Gallery in which the Image is to be displayed which may be a
      1. Royalty-Free Gallery; or
      2. a Traditional License Gallery;
      3. a Collector's Gallery;
    5. the Listing Services selected by the Contributor for each Image
    6. any Prior Rights or any restrictions as to territory, media or otherwise which are to apply to the broker appointment of Alamy.com for any Image
    7. if applicable, the Contributor's permission for Images to be made available on a discounted basis or subscription basis to educational and/or charitable organisations
    8. when available on the System and, if applicable, the Contributor's request that net License Fees attributable to selected Images be paid to a charity of the Contributor's choice

    has been replaced by:
    "Listing Confirmation"
    means the on-line display on the System called My Images used by the Contributor to assign attributes to Image(s), including but not limited to License types, License restrictions, keywords, descriptions, captions and pseudonyms.

    This has been inserted:
    "My Account" means the website pages in which the Contributor details are specified.
    "My Images" means the website pages which the images contributed by the Contributor are displayed and where relevant details for images may be added or amended.
    "Order Processing Fee" means the Alamy.com fee charged on the Gross License Fee for Credit Card Processing or Invoicing and Collection from Customers with Accounts.
    For the avoidance of doubt, where a company within the Alamy.com group licenses an image to a customer, and this license sale is subject to sales tax (e.g. VAT), then the order processing fee is calculated on the net license fee and the sales tax. element added together.
    "Registration"
    means the on-line display on the System at the time the Contributor clicks the "Register" button at the end of the Registration process and which will have detailed:

    1. the name and address of the Contributor and the bank account details (if applicable) for payment to the Contributor.
    2. the currency in which the Contributor desires that Net License Fees which are Cleared Funds are to be remitted to him/her.

    "Storage Fee" means the Alamy.com fee per Image per month, or part thereof, levied in advance on the first day of the month. This fee will come into effect on 1st March 2003.

    "Traditional License"
    Replaced "License in Alamy.com's standard granted by..." with "License in Alamy.com's standard form granted by..."

    "Traditional Licensing"
    Replaced "... or catalogue of "Images Section" intended for licensing..." with " or catalogue of Images intended for licensing..."

    This has been deleted:
    "Termination Fee"
    means the fee payable for withdrawing an Image from the System as described in these terms and conditions.

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  3. Contracting Parties

    Replaced:

    1. The broker contract represented by a Listing Confirmation and these terms and conditions are between Alamy.com and the Contributor. Licenses are entered into by Alamy.com as agent for the Copyright Owner of an Image.
    2. Alamy.com may change these terms and conditions by giving 45 days prior notice at any time.
    3. No person who is not a party to the contract may enforce any term or condition of it.

    With

    1. The broker contract represented by Registration and these terms and conditions are between Alamy.com and the Contributor.
    2. Where the Contributor is the Copyright Owner Alamy.com is agent for the Copyright Owner. Where the Contributor is itself agent for the Copyright Owner Alamy.com is sub-agent but Alamy.com's contract is with the agent only.
    3. Alamy.com may change these terms and conditions by giving 45 days prior notice at any time.
    4. No person who is not a party to this contract (including any Copyright Owner or Sub-Agent of a Contributor) may enforce any term or condition of it and the Contracts (Rights of Third Parties) Act 1999 shall not apply.

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  4. Appointment of Alamy.com

    This has been inserted:

    1. Where the Contributor is an agent s/he warrants that s/he has the authority of the Copyright Owner to enter into this Contributor Agreement.

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  5. Broker Commission, Fees, Payment and Acceptance

    1. "The Contributor shall report all sales made by the Contributor or the Contributor's Sub Agents where either the sale has originated from a search on the website maintained by any company in the Alamy.com Group, or where Alamy.com has provided a high resolution image for the fulfilment of the sale by a Contributor."
    has been replaced by:
    1. "The Contributor shall report all sales made by the Contributor or the Contributor's Sub Agents where either a sale was made where a Customer has stated that the image they require was found on the website maintained by any company in the Alamy.com Group, or where Alamy.com has provided a high resolution image for the fulfilment of the sale by a Contributor. A statement by a customer as to where they first found an image shall be conclusive evidence as between the Contributor and Alamy.com as to whether the Image was found via the Alamy.com website "
    1. the amount due to Alamy.com for the month, which shall be calculated as the relevant percentage as set out in the Alamy.com Fees and Commissions Schedule multiplied by the total amount collected in the relevant month of all previous sales, or, if the Contributor so wishes, the relevant percentage multiplied by the amount of net sales in the month.
    has been replaced by:
    1. the amount due to Alamy.com for the month which shall be calculated as 10% of the amount collected or, if the Contributor so wishes, invoiced in respect of sales of Images (net of any transaction of sales tax including VAT) in the previous month.
    1. Replaced "15 days" with "30 days".
    2. Deleted " or the amount of the Termination Fee."
    3. Replaced " in the Listing Confirmation" with "at Registration".

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  6. Representations, Warranties and Undertakings by Contributor

    The Contributor represents, warrants and undertakes to Alamy.com as follows:

    This has been inserted:

    1. The Contributor has detailed in the relevant field in "My Images" all Prior Rights applicable to each image.
    1. the Contributor has reviewed each Image supplied by him/her and has secured any Releases relevant to each Image;
      Has been replaced with:
    1. where the Contributor has indicated that a Release is available they must have access to that Release and must be able to make it available to Alamy.com if it is requested by Alamy.com;
    1. captioned information provided with any Image is accurate and does not infringe the rights of any third party;
      Has been replaced with:
    1. any information supplied with any Image or for use on the Alamy.com website is accurate and does not infringe the rights of any third party, and is not defamatory or pornographic. This information includes, but is not limited to, captioning, keywording, descriptions and pseudonyms;

    This has been inserted:

    1. the Contributor understands that they assign the license types available on the website to each Image they submit, and that the Contributor understands the implications of each license type(s) they select. The Contributor understands that once a license type is chosen it cannot be changed.
    2. the Contributor will not supply to any third party any Image which is Substantially Similar to any of the Contributor's Images which if it were the Image itself would conflict with any Prior Rights, with the exception that Images may be supplied by the Contributor to any third party for the Contributor's personal promotional purposes; and
      has been replaced with:
    1. the Contributor will not supply to Alamy.com any Image which is the same or Substantially Similar to any of the Contributor's Images that have been supplied to a third party under any exclusive arrangement. These parties may include, but are not limited to, agencies and Customers; and

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  7. Obligations of Alamy

    1. to use its reasonable commercial endeavours utilising the System, to obtain reasonable Licensing fees for Traditional Licenses.
      This has been inserted:
      "though reserving the right to price in accordance with the clauses in Section 9."

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  8. This has been inserted:

    Pricing and Promotion

    1. Alamy.com offers Custom Pricing to some of its Customers and Contributors agree that their images can be sold at these rates without Alamy.com having to consult Contributors.
    2. Alamy.com offers its Customers the ability to price up all images on its site by using a license calculator. The Contributor agrees that Alamy.com can sell images at the prices from this calculator without Alamy.com having to consult Contributors, subject to clause 9 c. below.
    3. Promotion - Alamy.com shall have the right to offer Customers promotions on Images to promote the Alamy.com service. For example promotions may include, but are not limited to, acquiring new customers or stimulating buying from existing customers by offering discounts.
    4. Where an image has been used in a printed promotional piece then the Contributor agrees that the image will remain available for sale on the Alamy.com site for a period of two years from the date of publication/distribution of the promotional material, unless the image has been sold exclusively otherwise than via the System or the Contributor has assigned exclusive rights for that image to a third party. This clause to stand even if the Contributor wishes to terminate their contract.

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  9. Credits, Copyright Notices and Promotion

    1. Alamy.com shall in its Gallery include the copyright notice supplied with the Image and request Customers who for editorial purposes take a Traditional License of any Images to add that notice to the work or material to which the Image is added.
      Has been replaced with:
    1. Customers of Alamy.com using images for editorial purposes will be instructed to credit the photographer and, where applicable, the agency name.
    2. Contributors may use Alamy.com's trademarks or service marks in any advertising, promotions or publicity without Alamy.com's prior written consent, providing it is not pornographic, defamatory, libellous or otherwise unlawful.
      Has been replaced with:
      1. Provided contributors acknowledge Alamy.com's rights they may use Alamy.com's trade marks in any lawful promotion or publicity without Alamy.com's prior written consent. Pornographic, defamatory or other unlawful use including use in unsolicited electronic communications is not permitted.

    This has been deleted:

    1. Alamy.com shall have the right to offer Customers promotions on Images to promote the Alamy.com service. This may result in lower than expected revenues from a Contributor's Images.

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  10. "Liability of Alamy" replaced with "Liability of Alamy.com"

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  11. Termination

    1. The Contributor may terminate this contract:
      1. on 45 days' prior notice to Alamy.com at any time save that where Alamy.com has substantially contributed to the digitisation of the Images of any Contributor, no termination may be effected earlier than 12 months from the date of the contract;
        Has been replaced with:
    1. The Contributor may terminate this contract:
      1. on 45 days' prior notice to Alamy.com at any time, except when Alamy.com has substantially contributed to the digitisation of the Images of any Contributor, when, in this case only, the minimum contract period shall be 12 months;
    This has been inserted:
    1. Alamy.com gives 6 months' notice to the Contributor.
    This has been deleted:
    1. b:
      Invoice a Termination Fee equal to the credit balance on the account of the Contributor not exceeding US$25;