Alamy stock photography - The Contributor Agreement

The Contributor Agreement,
your contract with Alamy

This is your contract with Alamy which you “sign” when you register as a contributor.
It contains all the contractual conditions you need to know about working with us.
It gives details of our current commission model, Alamy Blue, which tells you:
- What you get paid.
- When you get paid.
- How you get paid.
It gives all financial information in US Dollars as we bank in this currency.

Alamy Blue, our current commission model

We’ve simplified things and now offer just one commission schedule to new Contributors. Details of Alamy Blue, its rates, fees and payment are given in the table below.

Table of Alamy commission models, rates, fees and payment
Alamy commission models, rates, fees and payment	Current model	Discontinued models
Alamy commission models, rates, fees and payment	Alamy Blue	Alamy Red (Discontinued 02 May 2002)	Alamy Green (Discontinued 08 Oct 2006)
Alamy commission For sales through www.alamy.com (including 5% Order processing fee)	35%	15%	25%
Alamy distributor commission For sales through our distributors	55%	55%	55%
Alamy Novel Use commission For sales through Novel Use (including 5% Order processing fee)	50%	50%	50%
Storage fee Charge per image per month	0	$0.10	$0.10
Submission fee Charge per image submitted	0	$2.00	0
Payment fees Banking administration charges	If we pay you by cheque (our default method of payment): US $8 cheque fee for Citibank processing and postage. If we do not pay you in US$, a Citibank foreign exchange fee is charged at 1% of net balance. US $15 cheque cancellation fee. If we pay you by funds transfer directly into your bank (optional payment method available to you after registration): US $11 wire transfer fee for Citibank processing and administration. If we do not pay you in US$, a Citibank foreign exchange fee is charged at 1% of net balance.
Payment frequency	We will pay you monthly, if your account balance (net of commissions) is more than US$250 in cleared funds.

Terms and conditions of the Agreement

Preliminary

The following provisions record the legal terms and conditions upon which Alamy Limited, hereafter referred to as "Alamy" acts as an agent in the licensing of Images by Contributors to third parties.

By clicking the "I agree" button, the Contributor accepts that a legally binding contract has been entered into with Alamy on the basis set out below.

Under this contract Alamy is authorised:
1. to add the Images contributed by the Contributor to one or more of its Gallery Databases;
2. on behalf of the Contributor to license (or permit any Alamy Group company to license) the Images to Customers on the basis of a Royalty-Free Licence or Traditional Licence (with or without Rights Protection) as defined by Alamy; in either case Alamy will also be authorised, if the Contributor agrees, to license (or permit any Alamy Group company to license) all of the Contributor’s Images to Customers on the basis of Novel Use Licences;
3. to deduct its commission and fees as set out in the Alamy Fees and Commissions Schedule; and
4. to remit the balance of Licence Fees in accordance with an effective method of transfer nominated by Alamy to the Contributor specified at Registration. This may be by cheque, direct bank transfer or some other means.
Under this contract the Contributor has the right to:
1. Control country, usage, media type and industry in which their Images are available for use by Customers (this applies to Traditionally Licenced images and not to Royalty-Free images or Novel Use Licences).
2. Control, subject to clause 4(b), whether each Image they submit is displayed as a Traditionally Licenced (with or without Rights Protection) or Royalty-Free, and in either case whether their Images are available for Novel Use Licences.
3. Delete any Images after one hundred and eighty (180) days notice, subject to the section entitled "Pricing and Promotion", clause (e).
4. Update the System, and must do so in respect of any sale on exclusive terms not made via the Alamy 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 (subject to clause 12(a)-(c) but not for Novel Use Licences).
This agreement shall apply to Images submitted by the Contributor as soon as the Registration process is completed by the Contributor, or by Alamy on behalf of the Contributor with consent from the Contributor, and they have ticked the accepting the Contributor Agreement box during the Registration Process. The Registration Form shall form part of this agreement.

The contract may be varied at any time in accordance with the clause "Contracting Parties" clause (c) below, subject to the Contributor’s right of termination in clause 18(a)(iii). The contract may be terminated by Alamy or the Contributor in accordance with the section entitled "Termination" below.

Alamy is a member of the British Association of Picture Libraries and Agencies (BAPLA) and subscribes to its Code of Conduct.
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Definitions

The following definitions shall apply:
"Agent"

means the agent whose name and address is provided on-line to Alamy and recorded at Registration and who acts on behalf of the Copyright Owner.

"Alamy"

means Alamy Limited or any other person to whom it may license or assign its rights under this contract.

"Alamy Fees and Commissions Schedule"

means the table set out above which lists the fees and commissions payable or any substitute table of which Alamy has given notice in accordance with the section entitled Commission, Fees, Payment and Acceptance, clause b.

"Alamy Group"

means Alamy and its Holding Company and all Subsidiaries of those entities and "Subsidiary" means a subsidiary within the meaning of Section 736 of the Companies Act 1985 as amended by Section 144 of the Companies Act 1989 and "Holding Company" means a holding company within the meaning of Section 736 of the Companies Act 1985 as amended by Section 144 of the Companies Act 1989.

"Cleared Funds"

means funds available to pay the Contributor from licence sales after receipt of funds for the sale has been cleared in Alamy’s bank account but not sooner than 45 days from the date of the licence sale.

"Collector"

means the person who maintains a Gallery Database and whose name and address is provided on-line to Alamy and recorded at Registration.

"Collections Section"

means the Alamy Gallery Database that has been maintained by a Collector intended for licensing to Customers by Royalty-Free Licence or Traditional Licence, whether or not also by Novel Use Licence.

"Commission"

means the Alamy commission on the Net Licence Fee.

"Contributor"

means in respect of any Image the Copyright Owner or if Registration has been completed on his behalf by an Agent, that Agent.

"Copyright Owner"

means the person who is represented as owning the copyright in any Image.

"Customer"

means any third party individual, partnership, corporation or other entity who may be intermediaries or end-users and to whom a Licence is or is proposed to be granted by Alamy.

"Custom Pricing"

means pricing agreements entered into with Customers where Images are licensed for set amounts, dependent upon usage or dependent upon volumes of Images purchased. These licence prices may vary from those of the Alamy licence calculator.

"Distribution Sales Commission"

means the percentage commission charged by Alamy on the Net Licence Fee as set out in the Table of Alamy commission models, rates, fees and payment on all sales made by Distributors.

"Distributor"

means any third party company appointed by Alamy to sell Contributor’s Images to end user Customers in territories to which the Contributor have given their agreement.

"Gallery Database"

means any digital library or catalogue of Images maintained or accessed via Alamy which may be divided in any manner including, by way of example into a Royalty-Free Section and a Traditional Licensing Section.

"Image"

means any digitised photograph illustration or other Image of whatever nature which is the subject of a Listing Confirmation, accepted by Alamy and entered into the Gallery Database.

"Licence"

means either a Royalty-Free Licence or a Traditional Licence (with or without Rights Protection) or a Novel Use Licence.

"Licence Fees"

means any sum or sums actually received by Alamy from any Customer in respect of the Licence of an Image whether a single payment or a royalty paid over time.

"Gross Licence Fee"

means the gross amount billed to the customer inclusive of any sales or transactions taxes, including but not limited to VAT.

"Net Licence Fee"

means the net amount billed to the customer exclusive of any sales or transactions taxes, including but not limited to VAT.

"Listing Confirmation"

means the on-line display on the System used by the Contributor to assign attributes to Image(s), including but not limited to Licence types, Licence restrictions, keywords, descriptions, captions and pseudonyms:

"Model Release"

means any written release signed by or on behalf of any living person or the estate of a deceased person or an infant whose likeness is incorporated in whole or in part in any Image.

"My Alamy"

means the web site pages in which the Contributor details are specified.

"Novel Use Licence"

means any Novel Use Licence as defined and granted by Alamy on behalf of a Contributor during the period of this contract and which is neither a Royalty-Free Licence nor a Traditional Licence.

"Novel Use Sales Commission"

means the percentage commission charged by Alamy on the Net Licence Fee as set out in the Table of Alamy commission models, rates, fees and payment on all Novel Use Licences.

"Order Processing Fee"

means the Alamy fee charged on the Gross Licence Fee for Credit Card Processing or Invoicing and Collection from Customers with Accounts. For the avoidance of doubt, where a company within the Alamy group licenses an Image to a Customer, and this licence sale is subject to sales tax (e.g. VAT), then the order processing fee is calculated on the Gross Licence fee ( i.e. the Net Licence Fee and the sales tax element added together). By example for sales subject to Alamy’s 35% commission this will amount to an Alamy commission of 35.875%.

"Prior Rights"

means in respect of any Image any Licence or other right granted by or on behalf of the Copyright Owner for the use of that Image in any territory, media or otherwise. Prior Rights include without limitation, where an Image has previously been Licensed by Alamy and then deleted from the System, those previous Licences by Alamy.

"Promotional/Marketing Material"

means promotional and marketing material that shall include, but not be limited to PR pieces (for example: articles in magazines or newspapers; magazine competition/subscription offers; magazine cover mounts; Front, inside and back cover Images), events (for example: inclusion of work in panels or other materials for Alamy events and third party events with which Alamy is involved; trade stands), direct mail (for example: inclusion of Images in printed mailing or promotional piece, Magalogue, postcards), advertisements (for example: guides to stock; magazine advertisements; magazine inserts; banner advertisements; ambient media, e.g. projection onto a wall, Image on a promotional coffee cup), email newsletters and text/Image based e-promos (for example: Alamy e-newsletters; viral newsletters and competitions ), search engine listing and promotion, multi media (e.g. promotional CD-ROMs).

"Property Release"

means any written release from the owner and/or occupier of any property whose permission is necessary or desirable for Images incorporating in whole or in part that property to be published in any jurisdiction in the world.

"Registration"
means the on-line display on the System at the time the Contributor completes the Registration process and which will have included:
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 is to be paid.
Registration details may be modified on-line and new details are applicable from the time the Contributor, or anyone authorised on behalf of the Contributor, changes the details in My Alamy.
"Releases"

means a Model Release, Property Release or any other release of a third party right including without limitation any copyright, trade mark or other intellectual property right, which it is necessary or desirable to obtain in respect of any Image.

"Rights Protection"

means any Traditional Licence granted to a Customer and which includes an exclusive element which may be time, territory, industry or otherwise.

"Royalty-Free Licence"

means any Royalty-Free Licence as defined and granted by Alamy on behalf of a Contributor during the period of this contract in respect of any Image defined by the Contributor as Royalty-Free.

"Storage Fee"

means the Alamy fee per Image per month, or part thereof, levied in advance on the second working day of the month. This fee came into effect on 1st March 2003.

"Sub Agent"

means an agent of the Contributor who represents the Contributor, where the Contributor is an Agent.

"System"

means the on-line System(s) operated by Alamy from time to time, including the web site at www.alamy.com and any other internet based System for the licensing of Images which Alamy may operate from time to time under the Alamy brand.

"Traditional Licence"

means any tailored Licence as defined and granted by Alamy on behalf of a Contributor during the period of this contract in respect of any Image defined by the Contributor as Traditionally Licenced and combining rights defined by: territory, period, media, industry, print run and other relevant criteria.
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Contracting Parties
1. The contract represented by Registration and these terms and conditions is between Alamy and the Contributor.
2. Where the Contributor is itself Agent for the Copyright Owner Alamy is sub agent but Alamy’s contract is with the Agent only.
3. Alamy may vary this agreement by altering or deleting any of its provisions or adding any new provisions 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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Appointment of Alamy
1. The Contributor appoints Alamy as its agent to grant Royalty-Free Licences or Traditional Licences (with or without Rights Protection) in respect of any Image, using the System.
2. Where the Contributor appoints Alamy as its agent to grant Royalty-Free Licences in respect of an Image, Alamy may vary the Licences it grants in respect of that Image from Royalty-Free to Traditional by giving 45 days prior notice to the Contributor at any time. If the Contributor notifies Alamy during the 45 day notice period that it does not agree to such variation then Alamy may either continue to grant Royalty-Free Licences in respect of that Image or, at Alamy’s option, may delete that Image from the System.
3. The Contributor may also appoint Alamy as its agent to grant Novel Use Licences in respect of all of the Contributor’s Images. Such appointment may be made by the Contributor confirming through the Alamy web site or by email. The Contributor may terminate Alamy’s right to grant Novel Use Licences in respect of the Contributor’s Images at any time during the month of April in each year through the Novel Use page on the Alamy web site (without prejudice to the Contributor’s general rights of termination as laid out in clause 18).
4. Where the Contributor is an Agent he/she warrants that he/she has the authority of the Copyright Owner to enter into this Contributor Agreement.
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Commission, Fees, Payment and Acceptance
1. Alamy shall charge in US Dollars to the Contributor commission and fees in line with the Alamy Fees and Commissions Schedule.
2. Alamy may on 45 days’ prior notice at any time change, delete or add to the commission and fees referred to in this section clause (a).
3. Within 14 days of the end of each month Alamy shall provide the Contributor with statements on-line for that previous month. The statements shall be in US Dollars and for that period:
  1. specify the Licence or Licences granted;
  2. for each Traditional Licence include details of the terms of the Licence including details of all Rights Protection which shall have been granted;
  3. record the Licence Fees received and any due but not yet paid;
  4. specify the balance due to the Contributor being Net Licence Fees less Commission received after the deduction of the debit balances on the Contributor’s account;
  5. specify the date and the amount for the payment due to the Contributor.
4. The payment due for each Month shown in the statement shall be paid to the Contributor in the currency specified in My Alamy within 30 days of the end of that Month.
5. Amounts due to the Contributor where the Contributor is not paid in US Dollars shall be converted from US Dollars to the currency for payment at the rate provided by Alamy’s payment provider on the date of payment.
6. Alamy may recover by debiting a Contributor’s account or otherwise:
  1. any sum incorrectly or inadvertently credited to the Contributor’s account.
  2. any amounts due from the Contributor to Alamy or any other Alamy Group company, where the Contributor is also a purchaser from any Alamy Group company.
  3. all costs and handling charges incurred by Alamy but properly payable by the Contributor including without limitation: non-payment of postage of items sent to Alamy, import taxes charged to Alamy where customs values have been incorrectly entered for submissions sent to Alamy, and charges from the Contributor’s bank recharged to Alamy’s payment provider.
  4. all other amounts due to Alamy from the Contributor including, where Alamy is entitled to be indemnified by the Contributor in the circumstances set out in clause 10(r), a sum representing the likely total amount of such indemnity.
7. Acceptance of an Image by Alamy shall be at Alamy’s sole discretion and Alamy shall be entitled to reject or delete any Image if Alamy considers that the Image has ceased to be sufficiently marketable or is unsuitable for any other reason.
8. Net Licence Fees charged to Customers in currencies other than US Dollars are recorded on the Contributor statements in US Dollars. The exchange rate used will be reviewed monthly and adjusted in line with exchange rate fluctuations of more than 3%.
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Tax
1. Agreement to Self Billing for UK Value Added Tax (VAT) registered Contributors.
  
  The Contributor must (as part of the registration process or otherwise) complete a declaration confirming whether they are registered for VAT in the United Kingdom.
  
  Where the Contributor is UK VAT registered, the Contributor agrees that Alamy will self bill the Contributor. Alamy will issue self-billed invoices to the Contributor for all Taxable Supplies made to Alamy by the Contributor (Taxable Supplies is defined by HM Customs & Excise as all goods and services which are VAT rated). The self-billed invoices will include the Contributor’s name, address and VAT number, together with all other details that constitute a full VAT invoice.
  
  Alamy, whose VAT number is 718 2941 23, will agree new terms for self billing with the Contributor in the event that Alamy’s VAT number changes and Alamy will inform the Contributor if the self-billed invoices are outsourced to a third party.
  
  Alamy will add VAT onto the royalties paid in accordance with the standard rate of VAT in force at the time of the transfer.
  
  If it is subsequently found that the Contributor was not VAT registered or has failed to provide accurate and current information relating to his or her VAT status, then the Contributor shall immediately on demand by Alamy repay to Alamy any VAT paid over incorrectly (together with any associated interest and penalties incurred by Alamy). The Contributor agrees that they will not issue VAT invoices for Taxable Supplies covered by this agreement.
  
  This self billing agreement will expire in line with the end of the Contributor contract.
  
  The Contributor must immediately notify Alamy in the event of any change in his/her VAT registered status, a change of their VAT number or if they sell all or part of their business.
2. Alamy may recover by debiting the Contributor’s account any moneys due to Alamy under clause a above in respect of tax and any associated interest or penalties.
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Contributor reporting of sales to Alamy
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 web site maintained by any company in the Alamy Group, or where Alamy 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 as to whether the Image was found via the Alamy web site.
2. The Contributor shall report the sale and pay 10% of the sale value (net of any transaction or sales tax including VAT) to Alamy within 30 days of receiving payment for the sale.
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Distribution
1. If the Contributor agrees to their Images being sold through a Distributor by confirming through the Alamy web site or by email then all of the Contributor’s Images will be available for sale by Distributors in the territories specified.
2. The Contributor agrees that they will specify in which territories they wish their Images to be available. Once these territories have been selected the Contributor may deselect all or any of the territories at any time during the month of April in each year through the Distribution page of the Alamy web site.
3. The Contributor agrees that for all sales made by Distributors the Contributor will pay the Distribution Sales Commission.
4. Non-withstanding the clauses above the Contributor’s rights of termination as laid out in the Section entitled "Termination" remain unaffected, as do their rights in regards to removing individual Images.
5. The following clause applies only to Contributors who have not agreed to the Alamy Distribution Scheme outright, or have only selected certain territories in which their Images are available to Alamy Distributors:
  1. From time to time Alamy produce Promotional/Marketing Material that is issued to prospective and existing Customers worldwide. In cases where Promotional/Marketing Material is requested by Alamy Distributors, Alamy’s Distributors have the right to sell any Images that are included in Alamy Promotional/Marketing Material. Sales to Distributors of Images included in Promotional/Marketing Material but only available for Distribution in that territory by virtue of this clause e will be charged at the Contributor’s normal rate of commission and not at the Distributor commission rate.
  For the avoidance of doubt, if the Contributor has set licence restrictions excluding all sales of his/her Images in specific territories, this clause e shall not apply in relation to those territories.
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Breaches of Licences and Defaults by Customers
1. The Contributor recognises that Alamy shall have no obligation to conduct any verification or check of the character, standing or financial position of any Customer.
2. In the event of any alleged breach of any Licence by a Customer or any other infringement of intellectual property or other rights in an Image, the Contributor may either take action themselves against the Customer or alternatively request Alamy to take action.
  - In the event of the Contributor taking action then Alamy’s sole obligations shall be to:
    1. supply the Contributor with the information on its database relating to that Customer; and
    2. provide testimony in any action which may be brought by the Contributor by verifying the terms of the contract entered. Prior to giving this assistance Alamy may require the Contributor to have indemnified Alamy for all of the costs and expenses of any such action including at Alamy’s discretion providing and securing the costs of Alamy’s legal and other advisers.
  - In the event of the Contributor authorising Alamy to take action Alamy may (but shall not be obliged to):
    1. make such claims and take such action as may be necessary (in the opinion of Alamy) in connection herewith. Fifty percent (50%) of all amounts recovered by Alamy in connection with such claims or actions (after first deducting collection fees and reasonable legal expenses incurred by Alamy in connection herewith) shall be paid to the Contributor.
3. The Contributor agrees that where Alamy incurs legal and/or other specific costs relating to an outstanding amount owed by a Customer then these costs will be recouped by Alamy first before accounting to the Contributor. For the avoidance of doubt should a debt be only partially cleared by a Customer then Alamy will recoup its specific costs first and then divide the remaining amount between the Contributor and Alamy in line with the commission schedule in force at the time the debt was invoiced. Alamy shall not be obliged to pursue payment of debts owed by Customers if, in Alamy’s opinion, the prospects of recovery are not good enough to justify the likely collection costs.
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Representations, Warranties and Undertakings by Contributor

The Contributor represents, warrants and undertakes to Alamy as follows:
1. The Contributor has detailed in the relevant fields all Licence restrictions and all Prior Rights applicable to each Image;
2. except for the Prior Rights (if any) the Copyright Owner is the sole owner free from any third party rights of the entire copyright and all other intellectual property rights throughout the world in the Image;
3. where the contract is entered into by an Agent on behalf of the Copyright Owner the Agent has the full authority of the Copyright Owner to enter into this contract on his behalf and to confer on Alamy the appointment provided by this contract;
4. no other party’s permission is required for the Contributor to enter into this contract or for Alamy to perform the services envisaged by this contract and the Contributor is entitled to supply all Images to Alamy free from any claims by third parties of any nature;
5. except for the Prior Rights (if any) and subject to the terms set out in the Listing Confirmation there is not and will not during the term of this contract be any fetter on Alamy licensing each Image to a Customer to the fullest extent possible utilising its Royalty-Free or Traditional Licences (with or without Rights Protection) or its Novel Use Licences as defined by Alamy;
6. where the Contributor has indicated that a Release is available he/she must have access to that Release and must be able to make the original available to Alamy if it is requested by Alamy; the Contributor warrants that all such Releases will (a) be legally binding and (b) (except as otherwise notified to Alamy via the Alamy web site or, with the agreement of Alamy, via email) authorise all uses of the Images anywhere in the world including without limitation uses in relation to sensitive issues;
7. The Contributor warrants that all information he/she gives to Alamy by any means (including without limitation via the Alamy web site or through spreadsheets) concerning any Images will be true and accurate and will not infringe any copyright;
8. any information supplied with any Image or for use on the Alamy web site 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;
9. any information supplied for display with any Image, including captions, key words, descriptions, pseudonyms, agency names and descriptions does not include information not pertaining to the specific Image itself including but not limited to contact details, web addresses, Uniform Resource Locator’s (URL’s) and copyright and rights management information;
10. the Contributor understands that they assign the licence types available on the web site to each Image they submit, and that the Contributor understands the implications of each licence type(s) they select. The Contributor understands that once a licence type is chosen it cannot be changed unless changed by Alamy from Royalty-Free to Traditional under clause 4(b);
11. none of the keywords supplied by the Contributor for any Image has been copied from the keywords for an Image of any other contributor. Alamy reserves the right to delete any group of keywords which in Alamy’s opinion contain copies of another contributor’s keywords.
12. none of the Images or the captioned information is defamatory, pornographic or otherwise unlawful;
13. the Contributor will not supply to Alamy any Image which is the same or similar to any of the Contributor’s Images that have been supplied to a third party where the supply of such Image would conflict with any exclusive arrangement between the Contributor and a third party. These parties may include, but are not limited to, agencies and Customers;
14. the Contributor will ensure that their correct email address is supplied to Alamy in accordance with the section entitled "Notices".
15. all Images supplied to Alamy are available to be used free of charge by the Alamy Group in Promotional/Marketing Material designed to promote sales of Images and/or to enhance awareness of the Alamy Group name/brand or that of the individual Contributor. Images may be used in any media format, including but not limited to print and other offline or online media, without prior consent or approval from the Contributor. Where Images are used to promote the Alamy Group name/brand in general, Alamy will make reasonable efforts to provide a photo credit to the Contributor where commercially reasonable, but the Contributor understands that Alamy cannot guarantee a photo credit to the Contributor and will not be held liable if one is not made or is made in a different format from that requested by Alamy;
16. It is the Contributor’s responsibility at all times to update the System themselves. If the Contributor gives Alamy permission to update the System, or if Alamy updates the System as they are aware of an error on the Contributor’s details, Alamy shall not be liable for failure to do so or for any mistakes it may make. It is the Contributor’s duty to check any updates Alamy makes.
17. The Images comply with all Alamy’s technical, quality, content and other criteria and requirements as set out on the Alamy site at the time of their submission. Alamy reserves the right to delete any Images which do not comply with any of these criteria.
18. The Contributor will keep Alamy fully indemnified against all losses and all actions, claims, proceedings, costs and damages (including any damages or compensation paid by Alamy on the advice of its legal advisors to compromise or settle any claim) and all legal costs or other expenses arising out of any breach of any of the above warranties or of any other obligations of the Contributor under this Agreement.
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Obligations of Alamy

Alamy undertakes to the Contributor:
1. not to knowingly License any Image in contravention of the terms set out in the Listing Confirmation;
2. to use its reasonable commercial endeavours utilising the System, to obtain reasonable Licensing fees for Traditional Licences, though reserving the right to price in accordance with the clauses in the section entitled "Pricing and Promotion".
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Pricing and Promotion
1. Alamy offers Custom Pricing to some of its Customers and Contributors agree that their Images can be sold at these rates without Alamy having to consult Contributors.
2. Alamy offers its Customers the ability to price up all Images on its site by using a Licence calculator. The Contributor agrees that Alamy can sell Images at the prices from this calculator without Alamy having to consult Contributors.
3. All Images sold under Novel Use Licences may be sold at any rates in Alamy�s discretion without Alamy having to consult the Contributor.
4. Promotion - Alamy shall have the right to offer Customers promotions on Images to promote the Alamy service without Alamy having to consult Contributors. For example promotions may include, but are not limited to, acquiring new Customers or stimulating buying from existing Customers by offering discounts.
5. Where an Image has been used in a printed promotional piece by Alamy then the Contributor agrees that the Image will remain available for sale on the Alamy site for a period of two years from the date of publication/distribution of the promotional material, unless the Image has been sold exclusively for world rights otherwise than via the System. This clause to stand even if the Contributor terminates their contract.
6. Alamy shall have the right to add, amend or delete any keywords for an Image if in Alamy’s opinion this would be likely to increase the sales potential for that Image.
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Audit Rights of Contributor on Alamy
1. Alamy shall initiate an audit of its Systems and its allocation of payments due to Contributors on a yearly basis by an independent firm of Chartered Accountants of Alamy’s choice.
2. Upon receiving 30 days’ written notice, a Contributor may review the audit methodology and a copy of the System audit with the deletion of any records of other Contributors and the deletion of any other confidential commercial items.
3. In the unlikely event of a material dispute between the Contributor and Alamy regarding amounts due to the Contributor, Alamy shall, at a convenient time and upon receiving 30 days’ written notice, allow a representative (who shall be either a qualified lawyer or accountant) of the Contributor to inspect Alamy’s records which relate only to the Contributor’s account. The costs of the inspection shall be paid by the Contributor if it reveals there has been an underpayment of US$500 or less in any 12 month period, otherwise Alamy will correct the records, make any payments due and reimburse the actual costs of the Contributor’s audit.
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Audit Rights of Alamy on Contributor
1. Alamy shall have the right, not more than once every calendar year, to audit the records of the Contributor to check that sales made by the Contributor which have either originated from a search of the Alamy Group web site, or where Alamy has provided a high resolution Image for the fulfilment of the sale by a Contributor, are being reported and paid in line with the reporting requirements detailed in the sections entitled Contributor reporting of sales to Alamy Clause a). An independent accountant or lawyer or a member of the Alamy Group internal audit team may carry out the audit.
2. The Alamy Group shall give 30 days� notice before any such audit shall take place.
3. The audit of the Contributor shall be paid for by the Alamy Group except where the Contributor is found to have underpaid amounts due to the Alamy Group in excess of US$500 in any 12 month period, above which level the Contributor will have to pay the costs of the audit.
4. Alamy also reserves the right to carry out spot checks on Contributors to assess whether they are complying with the requirement to report sales which have originated from a search of the Alamy Group web site. These spot checks may include, but are not limited to, contacting Customers or other third parties who have downloaded an Image to see if they have bought the Image direct from the Contributor and buying via a third party an Image from the Contributor, in respect of which the Contributor agrees a refund shall be given if demanded.
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Credits, Copyright Notices and Promotion
1. Customers of Alamy using Images for editorial purposes will be instructed to credit the photographer/Alamy or, where applicable, the agency name/Alamy.
2. Third parties who use Images with Alamy’s permission will be instructed to credit the photographer/Alamy or, where applicable, the agency name/Alamy.
3. Alamy cannot guarantee a photo credit in any instance, and will not be held liable if a photo credit is not made. Nor can Alamy guarantee if a photo credit is made that it will show the Contributor name.
4. Alamy shall have the right, including in advertising and publicity in any media, to use the name of any Contributor to advertise and promote the System and/or the Alamy brand.
5. Provided Contributors acknowledge Alamy’s rights they may use Alamy’s trade marks (including without limitation the words ALAMY and MAGALOGUE) in any lawful promotion or publicity without Alamy’s prior written consent. Pornographic, defamatory or other unlawful use including use in unsolicited electronic communications is not permitted. Alamy shall be entitled to revoke this permission if it becomes aware of any use of its trade marks which it deems inappropriate.
6. The Contributor grants to the Customer the right to alter their Images providing it is not pornographic, defamatory or otherwise unlawful and the Contributor undertakes that the person who created the Image has waived all moral rights in respect of use of the Image pursuant to this agreement by Alamy, its Customers or any other third parties.
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Loss of Images or Failure of System
1. Due to the nature of server provision, downtime and lost transmissions may occur. In recognition of this it is agreed that Alamy shall have no liability to any Contributor or Copyright Owner for:
  1. the loss of any Image or for any deterioration or damage to any Image on the System; or
  2. any failure of the System which causes lost Licence Fees.
2. Contributors shall be responsible for maintaining original and digital back-up copies of all Images submitted to Alamy and will provide replacement digital copies to Alamy on request at any time.
3. where Contributors make a submission by disc or any physical medium, Alamy shall be under no obligation to return such disc or other property.
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Liability of Alamy
1. Subject to clause 17(c) below, Alamy’s liability for negligence or breach of any of the provisions of this agreement shall not:
  1. exceed the total Commission payable to Alamy during the 12 month period preceding the negligence or breach, provided that this shall be deemed to be no less than $1,500 and no more than $30,000; or
  2. be claimed more than 12 months after the date of the alleged breach.
2. Alamy shall have no liability to the Contributor by reason of any representation (unless fraudulent) or any implied warranty, condition or other term, or any duty at common law, or under the express terms of this Agreement for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of Alamy, its servants or agents or otherwise) which arises out of or in connection with this Agreement.
3. The terms of this clause 17 shall not preclude any liability or claim for death or bodily injury nor any claim arising from wilful default or gross negligence on the part of Alamy or any of its servants, agents or otherwise.
4. Each provision of this clause 17 is to be construed as a separate limitation (applying and surviving even if for any reason one or other of such provisions is held to be inapplicable, unreasonable or unenforceable in any circumstances) and shall remain in force notwithstanding the termination of this Agreement.
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Termination
1. The Contributor may terminate this contract:
  1. on 45 days prior notice to Alamy at any time;
  2. immediately by written notice to Alamy if Alamy:
    1. is in material breach of any provision of the contract having (if the breach is capable of remedy) failed to comply with a 30 days’ notice in writing requiring Alamy to remedy such breach;
    2. enters into insolvent liquidation;
    3. ceases to carry on its business of operating the System.
  3. where Alamy gives 45 days notice to vary the contract pursuant to clause 3(c), by written notice to Alamy at any time during that 45 day period expiring at the end thereof.
2. Alamy may terminate the contract immediately on written notice to the Contributor if:
  1. the Contributor is in material breach of this contract having (if the breach is capable of remedy) failed to comply with a 30 days’ notice in writing requiring the Contributor to remedy such breach;
  2. the account of a Contributor is credited with Licence Fees in amounts totalling less than US$25 in any 12 month period;
  3. no Image attributed to the Contributor has been the subject of a Licence Fee for a period of 12 months;
  4. remittances by Alamy shall not have been cashed in any 2 year period in which case Alamy may remit the balance in the account of the Contributor to a charity of Alamy’s choice;
  5. it decides to terminate its operation of the System.
3. Alamy may terminate the contract at any time on giving 6 months’ written notice to the Contributor.
4. On termination Alamy shall:
  1. delete from its Gallery Database each Image provided by the Contributor in respect of a terminated contract;
  2. cease to grant Licences for the Image so deleted (but without prejudice to any Licences already granted before termination);
  3. continue to account to the Contributor in respect of Licences granted before termination;
  4. not return to the Contributor any data, of whatever kind, relating to an Image or an Image itself.
5. Alamy may at its discretion, without terminating this contract in relation to the Contributor’s other Images, delete any individual Image(s) which have not been licensed during such period as Alamy may determine.
6. The Contributor undertakes for himself/herself and the Copyright Owner that following termination neither of them will enter into any Licence or disposal which conflicts with any Licence granted during the period of this contract by Alamy.
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Binding Effect
1. This contract will continue for the benefit of and be binding upon Alamy and the Contributor and their respective successors in title and assignees. The Contributor may only assign the contract with the prior written consent of Alamy.
2. Alamy may assign this contract to any member of the Alamy Group or any third party and if it does so references herein to Alamy shall thereafter be to such third party or Alamy Group company and references herein to the Alamy Group shall be to any Subsidiary of such third party or Alamy Group company, or the Holding Company of such third party or Alamy Group company or any Subsidiary of such Holding Company or Alamy Group company.
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Entire Agreement

Alamy and the Contributor acknowledge that this contract constitutes the entire agreement between them with respect to the subject matter hereof and supersedes any prior agreement or arrangement.
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Notices
1. Any notice under this contract may be sent electronically to the email address notified by each party to the other and may also be sent either by pre-paid first class post, recorded delivery or registered post, to the name and address notified in accordance with this clause. A notice served under this clause shall be deemed to have been received on the expiration of 48 hours after service. Any notice sent by Alamy to the Contributor’s email address notified to Alamy shall be deemed to have been duly served on the Contributor whether or not such notice is actually received by the Contributor.
2. Alamy may also serve notice on the Contributor by a display on its web site in a reasonably prominent position to which the attention of Contributors is drawn.
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Marketing

Alamy reserves the right to circulate the details of the Contributor to other companies within the Alamy Group and Alamy and such companies may contact the Contributor by email or otherwise about other services.
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Choice of Law

This contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English Courts. The English language version of this contract shall be the definitive one in the event of any dispute.

Notification of changes to the contract

Any amendments take 45 days to come into effect after we post them here:
Changes to the Agreement

The Contributor Agreement

The Contributor Agreement,your contract with Alamy

Alamy Blue, our current commission model

Terms and conditions of the Agreement

Preliminary

Definitions

Contracting Parties

Appointment of Alamy

Commission, Fees, Payment and Acceptance

Tax

Contributor reporting of sales to Alamy

Distribution

Breaches of Licences and Defaults by Customers

Representations, Warranties and Undertakings by Contributor

Obligations of Alamy

Pricing and Promotion

Audit Rights of Alamy on Contributor

Credits, Copyright Notices and Promotion

Loss of Images or Failure of System

Liability of Alamy

Termination

Binding Effect

Entire Agreement

Notices

Marketing

Choice of Law

Notification of changes to the contract

What next?

The Contributor Agreement,
your contract with Alamy