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Contributors

Agreement

1.Immature Photography LLP (“Company”) operates a global online marketplace for stock media photography. Company’s customers (“Third Party” or “Customer”) pay a fee to license content from the Company’s website, www.pixlagoon.com (“Company’s Website“). These Contributors’ Terms of Service are binding on all Legal Persons or Entities (“Contributor” or “You” or “Your”) which provide the Company to host their Copyright on the Company’s Website. The Company’s Website and the Contributors’ Terms of Service fall well within the definition of an ‘Electronic Record’ as defined under Section 2(t) of the (Indian) Information Technology Act, 2000. The provisions pertaining to Electronic Records under the Information Technology Act, 2000 and the Rules passed thereunder, would be governing the same.

2.These Contributors’ Terms of Service (“Terms”) have been first uploaded on Company’s Website effective from 1 April, 2018 and constitute a Legal, valid and binding agreement between You and the Company. These Terms are intended to lay down, standardize, inform, convey and lawfully bind You and the Company together in order to form a long term association and bond of trust between the two parties. Your rights and obligations are controlled solely by these Terms.

3.The Terms constitute a legally binding, non-exclusive, royalty free and irrevocable agreement between You and the Company (“Agreement”). You are advised to carefully read and understand the Terms of this Agreement, Your consent to which would legally bind You to it. The Terms simply describe and control Your legal relationship with the Company, rights You are granting to the Company in any photographs, images, moving images, videos, works or other media together with any associated keywords, metadata and/or titles submitted by You to the Company (“Content“), and the uses which the Company may make of the Content.

4.There will be certain pieces of content (Images, photographs, music, videos etc) that you may choose to mark as “exclusive”. In certain conditions, the company may contact you to mark some pieces of content as exclusive. In such a case, this “terms of service” document constitute a legally binding, exclusive, royalty free and irrevocable agreement between You and the Company (“Agreement”). You are advised to carefully read and understand the Terms of this Agreement, Your consent to which would legally bind You to it. The Terms simply describe and control Your legal relationship with the Company, rights You are granting to the Company in any photographs, images, vectors, moving images, animations, films, videos, audiovisual works or other media together with any associated keywords, metadata and/or titles submitted by You to the Company (“Content“), and the uses which the Company may make of the Content. By agreeing to mark a piece of content as exlcusive, you declare you will not, under any condition, license the the same content to any other party or entity. 

By submitting Content to the Company, You hereby give Your irrevocable consent to these Terms appearing hereunder on the Content You submit. Please note that by clicking on the ‘I Agree’ link or downloading or installing or using Company’s Website, You signify Your consent and due acceptance of these Terms. However, if You do not accept these Terms, You are requested not to engage in any of the said actions on the Company’s Websites and Services. pastedGraphic_2.png

A. Overview of the Contributors’ Terms of Service:- 

I.By submitting Your Content to the Company, You grant to the Company, a worldwide, non- exclusive, royalty free and irrevocable right, and necessary license to reproduce, alter, edit, adapt, modify, prepare derivative works, publicly display, sub-license, sell, advertise and market the Content, until this Agreement is terminated as herein provided. Further, You also give necessary license and permission to Company to add, modify or deal with information related to Your submitted Content.

II.Certain pieces of content are mutually fixed between you and the Company, will be defined as exclusive, and will be available on the platform under an exclusive arrangement with an end user. In this case, you grant to the Company, a worldwide, exclusive, royalty free and irrevocable right, and necessary license to reproduce, alter, edit, adapt, modify, prepare derivative works, publicly display, sub-license, sell, advertise and market the Content, until this Agreement is terminated as herein provided. Further, You also give necessary license and permission to Company to add, modify or deal with information related to Your submitted Content. By agreeing to mark a content as “Exclsuive”, you agree to NOT license the same content in any form to any other party or entity under any condition.

III.Your consent to this Agreement further grants the Company a worldwide, perpetual, royalty free, non-exclusive (or Exclusive) right to license and use Your Content, such as:

1.Your name, display name and Content is displayed in connection with the Company’s marketing and promotional activities without payment of any compensation to You. The Company, in the exercise of this discretion, may refrain from any or all of the foregoing without any obligation to You.

2.Licensing the Content contributed by You to the Company’s customers/users for use in accordance with the License Agreements entered into by the Company, including but not limited to Company’s TOS and End User License Agreements (collectively, “Company’s Licenses”).

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B. Contributor Account and Related Terms:- 

I.You agree to provide true and complete information and Content on Your Contributor Account which has been registered with the Company and the scope of this clause is not limited and includes information relating to the date, resolution of the Content, location etc.

II.By registering for a Contributor Account with the Company’s Website, You expressly give Your consent to the Company’s Privacy Policy, which is incorporated herein by reference and governs Company’s collection, processing, storage and transfer of Content and data submitted by You, including data relating to You, Your Account, Your Content or other information related to the foregoing (“Personal Data”). You agree that such Personal Data may be collected, processed, stored, and transferred at the sole discretion of the Company which would be in accordance with the Company’s lawful requirements.

III.The Company has the right of refusing the registration of a Contributor’s account or to close/dismiss any existing account due to any reason, including but not limited to fraud, infringement of Intellectual Property Rights, violation of a third party’s rights (including rights related to privacy or publicity), artificially inflating downloads, obscenity, defamatory Content, failure to comply with the Company’s guidelines which are amended from time to time, posting Content which is against the Indian Public Policy or for breach of this Agreement/any other express or implied agreements that You have entered into with the Company.

IV.The Company will terminate Your account within ninety (90) days following the receipt of a written request for the same from You. For the sake of clarity, before the termination of Your account is made effective by the Company, Your Content will remain available for use by the Company’s customers/users for a period of at least 90 (ninety) days in case it has been licensed to such customers/users before such termination of the Contributor’s account. Notwithstanding the foregoing, in the event that the Company materially modifies these Terms and does not provide you with prior notice, You may terminate Your account within thirty (30) days of the effective date of such modifications.

V.You may remove Content from Your account at any time EXCEPT the Content which has already been licensed to the users/customers of the Company’s Website. Such Licensed Content could only be removed upon the termination of such End User License Agreement between the Company and the Company’s customers.

VI.If Your Contributor account is duly terminated or closed/dismissed by the Company under this Agreement, You must obtain a written authorization of the Company prior to registering another such account. You cannot have more than one active Contributor account at any point of time except by obtaining the prior written permission and consent of the Company.

VII.If after obtaining the Company’s permission, You register two Contributor Accounts then in that case, You cannot submit identical Content through more than one account without the prior written consent of the Company.

Release Agreements and Related Approvals:- 

I.You agree to upload valid and accurate Model Release Agreements (Format available at: https://pixlagoon.com/releases/model-release.pdf) for all Content submitted by You to the Company that, in the judgment of the Company, contains an identifiable face or human figure or other identifiable attribute including but without limitation to the voice, appearance, or likeness. You also agree to provide valid and accurate Property Release Agreements (Format available at : https://pixlagoon.com/releases/property-release.pdf) to the Company for all Content that requires such releases, the determination of which shall be made in the sole discretion of the Company. In addition, there shall be a minor release form that will be filled (Form available at: https://pixlagoon.com/releases/minor-release.pdf) for the acceptance of all images that feature an underage person (so defined as not of legal age to sign a legal document). All such Release Agreements shall be electronically delivered and uploaded on the Company’s Websites. Any Content that contains an identifiable person and/or requires a property release and has been uploaded by You on the Company’s Website without such a Release Agreement may be accepted for “Editorial Use Only”, the sole discretion of which lies with the Company only.

II.You agree and confirm that You are solely responsible for retaining and maintaining a record of the original Release Agreements. Such a record of these Release Agreements must be a complete and an accurate representation of such releases.

III.You give acceptance to the fact that if false, fraudulent, inaccurate or otherwise inoperative Release Agreements are given, submitted or maintained by You then in that case, it shall be deemed to be a material breach of this Agreement and these Terms.

IV.You agree that the Company may advance, forward or rely on the copies of the Release Agreements submitted by You, as required, in order to respond to any legal action threatened or actual by the customers/users/third parties and also to comply with applicable laws, regulations, guidelines laid down by a collecting agency or any other body and the Company has the sole discretion in this regard.

V.You agree that the Content submitted by You under the “Editorial Use Only” category shall ordinarily and faithfully display the subject, accurate titles and keywords for such Content. You also understand and agree that the Company may require an Attestation of Authority from a third party who is granting Contributor’s right to record such Content (a “Credential”) in case of any submission under certain “Editorial Use Only” Content. You will provide the Company evidence of such Credentials immediately upon request.

VI.You agree that the Company may permit Content designated as “Editorial Use Only” to be used in a non-editorial manner at Company’s sole discretion in the manner as Company deems fit and proper.

Content Displayed on the Website and Related Terms:- 

I. Company has the sole right and discretion to refuse to accept or remove Content from the Company’s Websites for any reason and at any point of time. You thereby give Company the sole discretion to remove the Content uploaded by You if the Company believes that such Content may or has the potential of subjecting the Company or any of its affiliates, officers, managers, directors or employees etc. to legal action or if the Content violates these Terms, this Agreement or any other Agreement or Guidelines of the Company or any other applicable law(s) in the Indian Territory. Notwithstanding the foregoing, and subject to exercise of Company’s sole discretionary right, Content removed by the Company shall continue to be available to customers/users until the expiry of their license term of 90 days, in cases where it has already been licensed before such removal of the Content from the Company’s Website. 

II.Notwithstanding the foregoing and subject to the exercise of the Company’s sole discretionary right, the Content which has been removed by You or opted out by You shall continue to be available for use to those customers/users who had been given a license or purchased or lawfully used in part or in full such content before such removal of the Content from the Company’s Websites.

III.Company shall use reasonable efforts in order to remove Content which has been opted out (as mentioned under D.II) from the Company’s Websites or the websites of any affiliates or partners of the Company within ninety (90) days of the removal of the subject Content from the Company’s Websites by You.

IV.You agree to the use of Your Content in case it has been licensed by the Company to any user/customer which was consequently removed from the Company’s Websites as mentioned under D.I and D.II for the duration of such End User License Agreement. Thus, even after the removal of Your Content from the Company’s Website, the End User License Agreement shall remain in full force and effect for its duration (at least 90 days).

V.The Company may advertise and/or market Your Content, as per its requirements on social media and other platforms including Facebook, YouTube, Instagram, LinkedIn, Twitter and similar platforms/sites and the applications related thereto.

E. Ownership of Your Content:- 

All Intellectual Property Rights including Copyright in the Content shall always remain with the original copyright owner. Nothing in this Agreement nor these Terms or any other Agreement shall be construed as a transfer of copyright to the Company. However, by submitting the Content to the Company, You agree that pursuant to such submission the author’s authorship rights or any droit moral or moral rights that You or the author of the Content would otherwise have under the Indian Copyright Act, 1957 (as amended) or similar laws of any applicable jurisdiction would stand expressly waived to enable for customers to utilize/use the Content under specific licenses that may be issued by Company. 

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F. Compensation Terms for the Content 

I. Company shall pay You a license fee/consideration/royalty for each unique download of Your Content for which the Company receives payment from its customers/users. The current rates are set forth under the Earning Chart (available at: https://pixlagoon.com/contributors/contributor-payout). If within a period of ninety (90) days, the customer/user downloads the same item of Content more than ones, You will be paid only ones. You also take cognizance of the fact that there maybe a reporting delay for customer/user downloads of Your Content which would be reflected in Your 

Contributor Account only after delay of a reasonable time period II. You acknowledge and agree to the fact that the payment of Your fee/consideration/royalty and the  accompanying statements will be issued on a monthly basis and for the previous month’s downloads would be on or around the 15th day of each month. SUCH PAYMENTS ARE AUTOMATIC AND NEED NOT BE REQUESTED.

III.There is a minimum payout amount in a given accounting period of One Thousand Rupees (INR 1000) for electronic payments (“Payout Minimums”). If during an accounting period, You haven’t reached the Payout Minimums, Your compensation will be rolled over into the next accounting period. If You cancel Your account prior to accrued earnings in Your account reaching the applicable Payout Minimum, You thereby forfeit such fee/consideration/royalty. [Please verify: “Amount” or “Rate”. The intention behind this Term is not very clear.]

IV.In case Your account is terminated for a breach of the material terms of this or any other Agreement or any of the Company’s other rights at law or in equity, the Company shall have the right to retain Your payouts and/or other compensation otherwise payable to You hereunder as liquidated damages for the said breach.

V.You may not use the Company Website and the Company’s services as a means of transferring Your Content to a single customer or to a small number of customers nor may You download Your own Content (This restraint has been put as a protection from artificial Inflation of downloads). Such activity constitutes a material breach of these Terms. If You engage in such an activity, the Company may avail itself of all rights mentioned in these Terms, including but not limited to terminating Your account and/or retaining any accrued but unpaid consideration.

VI.The Company would treat the Credit card chargebacks in the same manner as refunded subscriptions. The Company does not deduct the amount which has been credited to Your Contributor Account for refunds and chargebacks in connection with any license, but it duly reserves the right to change ths Term at any time and this would not be viewed as material modification of these Terms. Thus, Your approval in this regard would not be taken. Nevertheless, the Company shall notify You of any such change with an announcement on Your login page.

VII.You are thereby accepting that in case the Company makes an over-payment of consideration or other compensation to You for any technical or other reason, the Company shall have the complete and unhindered right to deduct such an amount which has been overpaid or transferred in Your Contributor Account. Such a deduction of the overpaid amount shall be made either from Your accrued/future consideration or the Company shall demand the immediate repayment of such overpaid consideration or other compensation from You, failing which, the Company has the Right to institute a Civil or a Criminal case against You.

VIII.If You choose to receive Your payments/consideration/royalty/fee through any online payment processing service (For example, Paytm, BHIM, eWallets, etc.), You would not share that online payment processing service account of Yours for any transactions with another Contributor of the Company. Company’s obligation to make payment to You hereunder shall be fulfilled by making payment to the online payment processing service designated by You. The Company shall not be liable in case of a default by such online payment processing service or Cyber Crime. 

G. Restrictions on the Contributors’ Usage Terms 

I.Unless you “opt out” (please see “Your Account” from using the Company’s Websites and Services, You grant the right to the Company to issue a “Standard Licesnse, Standard Plus License and “Exclusive or non-Exclusive License” as agreed mutually at the time of content submission, with respect to Your Content. The Company’s Customers/Users who purchase an Enhanced License shall have the right to make broader use of Your Content as per the terms of such license. For example, there are no limitations on the number of times a Standard Plus License Customer/User can reproduce the Content. Please read carefully the terms of these licenses in order to understand their true applicability and Your Rights under this and the other Agreement.

II.Unless You “opt out” from using the Company’s Websites and Services, the Company shall have the right to license Your Content in accordance with a “Premium License” (or an equivalent of the same). The Premium License includes the “Sensitive Use” rights. Sensitive Uses are those uses that depict a person in a manner that a reasonable person might consider offensive, controversial or unflattering. Thus, the Company understands the protection which You must be accorded to.

III.The Company will not license or host Your Content for its Users/Customers in connection with matter that is pornographic, defamatory, deceptive, against the Public Policy or is presented in a manner that could be considered libelous, obscene, or illegal in nature (a list of indicative self – regulation features which are to be adhered at all times is mentioned below).

IV.You represent and warrant to ensure that the Content offered to the Company in terms of this Agreement shall not:

1.be harmful, threatening, abusive, harassing, blasphemous, objectionable, defamatory, vulgar, pornographic, pedophilic, invasive of another’s privacy, hateful, ethnically or otherwise objectionable, relating or encouraging money laundering or gambling, or otherwise unlawful in any manner whatsoever;

2.cause annoyance or inconvenience or deceive or mislead the customer about the origin of such Content which is grossly offensive or menacing in nature;

3.use, display, upload, modify, publish, transmit, share, store or belong to another person or entity;

4.adverse, offensive / derogatory reference to any corporations or brands;

5.adverse, offensive / derogatory reference to any personality, living or dead;

6.adverse, offensive / derogatory reference to communities, living or extinct;

7.adverse, offensive / derogatory reference to any section of the Indian or international society;

8.be/have adverse, offensive / derogatory reference to any city, building, geographical feature,
etc. that can be singularly / uniquely identified in the world, any gender, animals, physical / racial attributes;

9.be lascivious or appeals to the prurient interest or the effect whereof is such as to tend to deprave or corrupt any person;

10.use, display, upload, modify, publish, transmit, share or store any Content, the presentation, dissemination or disclosure whereof, infringes any copyright, patent, trademark or any other intellectual property right or confidentiality obligation;

11.be declared by the Company or any of its related entities or parent company/ TRAI/CBFC or any other Indian authority, acting in its sole discretion, to be opposed to standards of morality or decency, or to be opposed to public policy or to parent group’s internal code of conduct or other policies/guidelines adopted in this regard;

12.be adverse, offensive / derogatory reference to any other companies, organizations, religious associations, political parties, governments (state and central), anyone’s private life, any other commercial and non-commercial entities.

V. You agree and confirm to take the responsibility of any kind of violation in regard to the above mentioned Terms and the Company has nothing to do with the same. 

H. Company’s Contributors’ Guidelines:- 

  1. You agree to follow the Company’s Contributor Guidelines at all times and You understand the non-compliance of it shall result in the termination of Your Contributor Account in addition to any Legal action depending on the nature of violation.
  2. II. The following information i.e., the Company’s Contributor Guidelines supplement the Terms and this Agreement and also have the Legal force equivalent to that of the Agreement. As a Contributor, You are required to adhere to the policies as outlined below: 

1. Content Ownership and Intellectual Property- 

i.A Copyright gives the author(s) of a creative work the exclusive right to display, reproduce, distribute, and financially benefit from the work they create. If You have questions related to the ownership of the Content made available by You on the Company’s Websites, it is recommended that You to familiarize Yourself with the Terms and this Agreement.

ii. The Terms and this Agreement authenticate, describe and control Your legal relationship with the Company, the rights you are granting to the Company in any Content submitted by You to the Company, and the usage that the Company may make of the Content. 

.If You believe that the copyright of any image(s) or Content hosted on the Company’s Websites has been infringed upon, please collect all relevant information pertaining to these image(s) or Content and contact us by email at support@sharp17.com. 

iii. You must own or have a recognized Legal right to control the copyright of all the Content submitted by You to the Company. In event You do not own or control the Copyright of such Content, You are strictly prohibited from submitting such a Content for which You do not have necessary permission or authorisation. You are also strictly prohibited and discouraged from submitting the Content which is available in the public domain under any circumstances.

iii.Your Content submission which was/is intended for commercial licensing must not contain any copyrighted material, including Visual Content, artwork, other photos, sculptures, architecture, exhibits, audio or any other form of work which are already copyrighted by someone else. Additionally, Content submissions may not contain trademarks, service marks or other indication of origin, including logos, owned by third parties.

iii.If Your submitted Content contains copyrighted material and/or trademarks, You must submit, hand over or upload Release Agreements from such copyright and/or trademark owners. However, if in the discretion of the Company, such content meets editorial standards, You may submit the same for ‘Editorial Use Only’.

iv.You agree to the Company protecting all the Content submitted by You to contain the watermark of the Company which is applied after such content is accepted onto the Company’s Websites. Thus, You are prohibited from applying Your own watermark or serving a Copyright Notice thereto.

v.The Company reserves the right to deal in any manner with the Content submitted by You and this right includes but is not limited to removing earlier accepted Content from its library and/or reinstating earlier accepted submission that may have been removed by the Company from its Websites.

2. Account Registration- 

i. You agree and certify that You are at least 18 (eighteen) years of age at the time of ‘Signing Up’ or making a Contributors’ Account on the Company’s Website. Also, You must be legally competent to Contract as per the provisions of the Indian Contract Act, 1872. Even if You belong to any other jurisdiction, this provision would be as per the Indian Laws. A Person who is otherwise ineligible as stated above, shall not create any account on the Company’s Website. 

ii.As a minor if You wish to create a Contributor’s Account on the Company’s Websites then such a use or transaction may be made/guided only under careful watch/surveillance/knowledge of the legal guardian or parent (who has attained ‘Majority’ as per the Indian Majority Act, 1875) of such a minor. In such a case, the Company reserves the right to refuse access to use the account/services offered by the Company to new Contributors or to terminate access granted to the existing Contributors at any time. You are prohibited from selling, trading, or otherwise transferring Your Contributor Account to any other person or entity.

iii.The “Make payments to” name in Your account must be Your full legal name as it appears on Your identification documents; this is the name of the person to whom the payment of consideration will be made by the Company. For business accounts, this field will contain the business name of such an entity.

ii.In order to upgrade Your personal Contributor Account to a Business Account, You must provide us with the required documentation as has been issued to You by the concerned Governmental Authority and such a documentation must necessarily indicate that You are a principal owner of the said business.

iii.You are strictly advised to not share the Your online payment processing service account (like- Paytm etc.) with another Contributor to the Company’s Website. 

ii.In order to upgrade Your personal Contributor Account to a Business Account, You must provide us with the required documentation as has been issued to You by the concerned Governmental Authority and such a documentation must necessarily indicate that You are a principal owner of the said business.

iii.You are strictly advised to not share the Your online payment processing service account (like- Paytm etc.) with another Contributor to the Company’s Website.

3. Account Regulation- If the Company notices Content submissions or account activity that are not in compliance of the provisions stated herein, You may receive a warning from the Company’s side. Multiple warnings may lead to the suspension or termination of Your Contribbutor Account. Some suggested reasons which may trigger such warnings are: 

i.Consistent repeated resubmissions without addressing the rejection reasons;

ii.Sharing an account with another Company Contributor;

iii.Frequent errors in categorizing content and applying metadata to submitted Content;

iv.Copying the entire description and/or keywords of another item of content on
Company;

v.Title Spamming (repeating the same word within the title) or Keyword spamming
(using irrelevant keywords);

vi.Re-adding keywords that were previously removed by an administrator, adding restricted keywords after Content approval, or modifying a caption that was previously edited by an administrator of the Company’s Website;

vii.Inappropriate keywords, such as those defined in the People Category (e.g., the use of “teen”, “nude”, “sexy”, etc.);

viii.Failure to follow the guidelines outlined in Account Registration above.

4. Releases to be Submitted- 

i.Model and Property Releases- Images featuring an identifiable person that are submitted for commercial use must be accompanied with a valid Adult or Minor Model Release. Similarly, photos/images taken on a private property must be submitted with a Property Release which is supposed to be signed by the owner in case they ought to be commercially used.

i.Nudity- For Content submissions containing nude content of artistic value, the model must be at least 25 years of age and the Release must be accompanied by a photo ID of the model/person. The decision to accept or reject Content containing nudity would solely be the prerogative of the Company.

ii.Model and Property Release Forms are available at the Company’s website. You are advised to check the list of acceptable English and foreign language Release Forms and consultfor the same from other available sources. All releases must be submitted digitally. The Company does not accept faxed, mailed, or hard copy releases. Releases should not be uploaded as content, but uploaded in the Content Editor before submitting for review.

i.Releases for Artwork- Company’s Property Release requirement for images that contain artwork ensures that You own the rights to both the submitted image and the artwork contained therein. Such representation protects both Company’s Contributors and Customers/Users from a potential claim of Copyright infringement.

ii.Releases for Vintage Images- The Company may accept vintage content for commercial or editorial use only if it is not in the public domain and is accompanied by a Property Release and/or a Model Release.

vi. Releases for 3-D Interiors- A Property Release must be submitted with each 3-D interior rendering and indicating the name of the software program which was used to create Your submission and that You have the right to license content You create with the 3-D rendering software. 

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vi. Releases for 3-D Interiors- A Property Release must be submitted with each 3-D interior rendering and indicating the name of the software program which was used to create Your submission and that You have the right to license content You create with the 3-D rendering software. 

Guidelines for Being a Part of the Company’s Forum 

I.You agree to follow Company’s Forum Guidelines. Any activity by You on Company’s Forum (please see“Forum for Contributors”) “ To be announced shortly” which does not adhere to Company’s Forum Guidelines may result in the immediate termination of Your Company Account. The terms of Company’s Forum Guidelines (as mentioned in the subsequent Terms) are deemed to be incorporated into and made a part of these Terms and this Agreement by this reference.

II.The Company will take reasonable steps to remove or edit any generally objectionable posts or comments or material as quickly as possible after receipt of a written notice of the presence of such material, provided that, the Company determines that such material is unsuitable for the Forum.

III.You acknowledge and agree to the fact that all material/posts/comments made to such Company Forums express the views and opinions of the Author of such material/posts/comments and not the views of the Company, its officers, directors, employees, administrators, moderators or the webmaster (except for posts/comments by such Contributor(s)) and the same must not assign any liability to the Company, its agents or its related entities, whatsoever.

I.You agree not to post any material that is abusive, obscene, vulgar, slanderous, hateful, threatening, sexual in intent, against the Indian Public Policy or that may violate any applicable laws of India. Violating these terms of use shall be deemed to be a material breach of these Terms and shall lead to Your immediate and permanent ban from all the Contributor Forums and such a case of indecency would also be informed to the service provider You are associated with. The Company also has the right to terminate Your Contributor Account. The IP addresses of the computers associated with all posts is recorded to aid in enforcing these Terms.

II.You unconditionally agree that the webmaster, administrator and moderators of this forum have the right to remove, edit, move or close any topic at any time in the exercise of their discretion to enforce these Terms and to maintain decorum on the Company’s Forums.

III.As a Forum User, You agree that the personal information which has been provided by You may be stored in a database which would be maintained on the servers owned and/or controlled by the Company.

IV.You hereby acknowledge and give consent to the Company’s Forum System to use cookies and to store information on Your local computer. These cookies do not contain any of the personal information You provided to Company. The reason behind saving these cookies is to improve Your viewing experience and to make it more user friendly.

VIII. You shall defend, indemnify and hold the Company, its affiliates, directors, officers, representatives, employees, agents, service providers etc. indemnified and harmless from and against any loss, damage, liability, claim, demand, action, cost and expense (including reasonable attorneys’ fees and costs) resulting from claims made against Company by any third party, including any governmental agency, which arises out of or in connection with Your use of the Company forums. 

J. Representations and Warranties:- 

I. You represent and warrant to the Company that: 

1.You have the full right, power and authority to enter into this Agreement and to fully perform all of Your obligations hereunder;

2.You are under no legal disability or contractual restriction that prevents You from entering into this Agreement;

3.You are at least 18 years and above of age;

4.the Content and all parts thereof are owned and/or controlled by You, unencumbered and
original works and are capable of copyright protection in all countries where copyright or
similar protection is available;

5.if the Content contains sound recordings, music and/or lyrics, You own or have acquired all
rights to use such sound recordings, music and/or lyrics from the owner of the copyright in
such sound recordings, music and/or lyrics;

6.if the Content consists in whole or in part of design elements, fonts, clipart, sprites, vectors,
brush tools and the like that are included in design programs (e.g., Photoshop, Daz, Illustrator) then in that case, the End User License Agreement, terms of service or the equivalent license held by You of such design programs permit You to incorporate such elements in Content created by You, and to license such Content to Company for the purposes set forth herein;

7.the Content is neither obscene nor defamatory, does not violate any applicable laws and/or regulations, and does not infringe the copyright or any other rights of any third party, including, without limitation, trademark rights and the rights of privacy and publicity;

8.You possess valid Credentials for each item of “Editorial Use Only” Content for which credentials may be required;

9.there is no suit action or claim or other legal or administrative proceeding now pending or threatened which might directly or indirectly affect the Content or which might in any way impair the rights granted by You hereunder;

10.You will not transmit unsolicited emails or engage in so-called “spamming” to publicize or promote Your relationship with Company or the sale of Your Content, nor will You advertise or otherwise publicize Your relationship with Company, nor will You use Company’s Trademarks through the use of search engine advertising and/or marketing;

II. You acknowledge that such advertising and/or marketing might infringe on the intellectual property rights of Company and/or third parties. In addition to its other rights and/or remedies under these Terms, Company shall be under no obligation to pay You any referral fees or other compensation if You violate the terms of this subparagraph. 

Referral Programs – Refer to Company’s www.pixlagoon.com 

L. Applicable Taxes – 

I.Refer Earnings Schedule.

II.It is however clarified that the Foreign Contributors are subject to the regime of Indian taxation on
the income which they receive as a result of the activities on the Company’s Websites and Services. If You are a “Foreign Person” as defined by the Indian Taxation Laws, the Tax Residency Certificate must be submitted to the Company in order for You to claim a reduced rate of, or exemption from, withholding as a resident of a foreign country with which India has an income tax treaty. All payments made to Foreign Contributors are liable to the deduction of the ‘Tax Deducted at Source’ (TDS) at the applicable TDS rate as prescribed under the Indian Income Tax Law.

Company Trademarks and Their Use:- 

I.For the purposes of these Terms, the term, “Trademark(s)” means all common law or registered trademarks, logos, service marks, trade names, Internet domain names, or other indications of origin now or in the future used by the Company.

II.If You are permitted by the Company to use its Trademark(s)

III.You agree that You will not use the Company’s Trademark(s) in any manner that might tarnish,
disparage, affect the smooth operation or pass off or reflect adversely on such Trademarks or Company. Nor will You contest or otherwise challenge (e.g., in any legal action or otherwise), or assist or encourage any other person or entity to contest or challenge, the validity of any of Company Trademarks or the Trademark rights claimed by Company.

IV.You may not at any time, adopt or use without the Company’s prior written consent any word or mark which is similar to or is likely to be confused with the Company’s Trademark(s).

V.The look and feel of the Company’s Websites, including but not limited to, all page headers, custom graphics, button icons, and scripts, are the trade dress and/or trademark or service mark of the Company and may not be copied, imitated or used, in whole or in part, without the prior written consent of Company.

VI.You agree to not frame or hotlink to the Company’s Websites or to any Content other than Your own Content without the prior written consent of the Company.

VII.All rights in and related to the Company’s Trademark(s) not expressly granted to You hereunder are reserved by the Company. 

N. Copyright Infringement Claims:- 

I.You hereby grant Company the right and authority to take such steps as the Company deems commercially reasonable to protect the Company’s rights in Your Content.

II.In the event that You believe Content has been misused, You shall take no action without providing notice of such misuse to the Company and receiving the Company’s prior written consent to initiate such an action.

III.While Company takes commercially reasonable steps to ensure that the rights of its Contributors are not violated by the Users/Customers or other parties, the Company has no obligation to pursue legal action against any alleged infringer of any of Your rights in and to any of Your Content.

O. Confidentiality:- By submitting any Content to the Company, You acknowledge that You will acquire certain confidential and proprietary information, including but not limited to Compensation payments and earnings data (collectively, “Confidential Information“). You agree to keep this Confidential Information as confidential and to not disclose it to any third party other than Your representatives, agents, attorneys, accountants, auditors and advisors only, with a bona fide certification from them to agree to continue to keep such terms as confidential. 

P. 

Indemnification Clause:- 

I. YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS THE COMPANY, ITS SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONSULTANTS AND AGENTS (“INDEMNIFIED PARTIES“) FROM AND AGAINST ANY AND ALL CLAIMS, LIABILITIES, DAMAGES, LOSSES, COSTS, EXPENSES, FEES (INCLUDING REASONABLE FEES AND COSTS OF THE ATTORNEY(S)) THAT SUCH INDEMNIFIED PARTIES MAY INCUR AS A RESULT OF OR ARISING FROM (A) ANY INFORMATION (INCLUDING, WITHOUT LIMITATION, YOUR USER GENERATED CONTENT, FEEDBACK, OR ANY OTHER CONTENT) YOU (OR ANYONE USING YOUR ACCOUNT) SUBMIT, POST, OR TRANSMIT ON OR THROUGH THE COMPANY’S WEBSITE; (B) YOUR (OR ANYONE USING YOUR ACCOUNT’S) USE OF THE COMPANY’S SERVICES AND WEBSITE; (C) YOUR (OR ANYONE USING YOUR ACCOUNT’S) VIOLATION OF THESE 

TOS; OR (D) YOUR (OR ANYONE USING YOUR ACCOUNT’S) VIOLATION OF ANY RIGHTS OF ANY OTHER PERSON OR ENTITY, INCLUDING, WITHOUT LIMITATION, ANY COPYRIGHT, PATENT, TRADEMARK, TRADE SECRET OR OTHER PROPRIETARY RIGHTS OF ANY PERSON OR ENTITY. COMPANY RESERVES THE RIGHT, AT ITS OWN EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU, IN WHICH EVENT YOU WILL COOPERATE WITH COMPANY IN ASSERTING ANY AVAILABLE DEFENSES. 

II.UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, SHALL COMPANY BE LIABLE TO YOU OR TO ANY OTHER PERSON OR ENTITY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, REMOTE OR CONSEQUENTIAL DAMAGES OR ANY OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF GOODWILL, LOSS OF CONFIDENTIAL OR OTHER INFORMATION, BUSINESS INTERRUPTION, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, PERSONAL INJURY, LOSS OF PRIVACY, FAILURE TO MEET ANY DUTY INCLUDING A DUTY OF GOOD FAITH OR OF REASONABLE CARE, NEGLIGENCE (WHETHER ACTIVE OR PASSIVE), AND ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OR INABILITY TO USE COMPANY’S WEBSITE, LOSS OF DATA OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THESE TERMS, EVEN IN THE EVENT OF FAULT, TORT (INCLUDING NEGLIGENCE, AND GROSS NEGLIGENCE), STRICT LIABILITY, BREACH OF CONTRACT, OR BREACH OF WARRANTY BY COMPANY. THE FOREGOING PROVISIONS SHALL BE ENFORCEABLE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

III.When indemnification is sought due to a legal claim by a third party, You shall:

1.promptly notify the Company of the claim. If You do not notify the Company, You must still meet Your indemnification obligations under these Terms and

2.give the Company the opportunity to defend the claim with counsel. You hereby agree to cooperate with the Company in the defense of any claim at Your sole cost and expense. If for any reason You do not elect to or fail to defend a claim, the Company may do so on Your behalf at Your sole cost and expenses. 

Q. Miscellaneous Terms:- 

I. OBLIGATION AS AN INTERMEDIARY – The Company is an “Intermediary”, as defined under Section 2(w) of the Information Technology Act, 2000. As part of the Company’s obligations under the Information Technology Act, 2000, upon receiving actual knowledge that any information, data or communication link residing in or connected to a computer resource controlled by the Company is being used to commit an unlawful act, the Company is required to and shall remove or disable access to such material. 

II. INFORMATION PROVIDED BY YOU – You agree to provide accurate, current and complete information during the registration process and to update such information on a regular basis and to keep it accurate, current and complete. The Company reserves the right to suspend or terminate Your registration without assigning any reason (including for provision of inaccurate, not current or incomplete information during the registration process or thereafter). You shall be responsible for safeguarding Your password and for all transactions undertaken using Your username and password. You agree not to disclose Your password to any third party and to take sole responsibility for any activities or actions in Your account, whether or not You have authorized such activities or actions. It is Your sole responsibility to change Your password immediately if You believe that Your password has been compromised. The Company will not be responsible for any financial loss, inconvenience or mental agony resulting from misuse of Your username and password in any circumstances.

II.COMPLIANCE WITH LAWS – You shall comply with all the applicable Indian laws (including and without limitation to the Foreign Exchange Management Act, 1999 and the rules made and notifications issued thereunder and the Exchange Control Manual as may be issued by Reserve Bank of India from time to time, Customs Act, Information and Technology Act, 2000 as amended by the Information Technology (Amendment) Act 2008 and the subsequent Acts, Prevention of Money Laundering Act, 2002 and the rules made thereunder, Foreign Contribution Regulation Act, 1976 and the rules made there under, Income Tax Act, 1961 and the rules made there under, Export Import Policy of government of India) applicable to You respectively for using payment facility and Company’s services and Company’s Website.

II.RELATIONSHIP – The relationship of the Contributors with the Company is that of independent contractors. There is no relationship of partnership, joint venture, employment, franchise, agency or any other relationship other than the one stated above created hereby between the parties.

III.VALIDITY – These Terms contain the entire understanding between the parties and which binds the parties together in a Legal bond with respect to the subject matter covered herein and would supersede any prior agreements with respect to such subject matter.

II.INDIAN JURISDICTION – The validity, interpretation and enforcement of these Terms, matters arising out of or related to these Terms or its making, performance or breach, and related matters shall be governed by the laws of India (without regard to its conflict of laws principles). Any legal action or proceeding concerning the validity, interpretation and enforcement of these Terms, matters arising out of or related to these Terms or its making, performance or breach, or related matters shall be brought exclusively in the competent courts of Mumbai, India, and all parties consent to the exclusive jurisdiction of these courts, waiving any objection to the propriety or convenience of such venues.

III.SEVERABILITY – If any individual term of these Terms or Agreement is found to be invalid or unenforceable by any legal or regulatory body of competent jurisdiction, such finding will be limited solely to such invalid or unenforceable part, without affecting the remaining parts of such individual term, or any other part of these Terms, so that these Terms shall otherwise remain in full force and effect. These Terms shall be binding upon and shall inure to the benefit of each party and their respective legal representatives, successors in interest and permitted assigns.

VIII. COMPANY AND LIABILITY – Company will not be liable for any damages, including actual, indirect, special, or consequential damages arising from the submission or use of Your Content or the termination of Your Contributor Account. 

IX. MODIFICATION OF TERMS – The Company reserves the right to modify these Terms and the Agreement at any time by an announcement on Your login page. You agree to be bound by all such changes. If You do not agree with any of the changes, please remove from the Company’s Website, pursuant to the terms herein, all or that portion of Your Content to which You do not wish the changes to apply. 

BREACH – In the event that You breach any of the terms of this Agreement or any other agreement between You and the Company, the Company shall have the right to terminate Your account without further notice, in addition to the Company’s other rights at law and/or equity.
MUTUAL BENEFIT – It is expressly understood and agreed that these Terms and Agreement are entered into solely for the mutual benefit of the parties herein and that no benefits, rights, duties, or obligations are intended by these Terms as to third parties. 

INTIMATION – These Terms and the Agreement may be amended at any point of time and prior intimation of the same shall be conveyed to the Contributor via e-mail and by updation on the Company’s Website.
INCONSISTENCY – These Terms and Agreement shall for all practical purposes, in event of any inconsistency with other agreements which are legally binding on the Company and You shall prevail and be construed to override relevant provisions of any other agreement. 

BOUND BY THE AGREEMENTS – By submitting any Content to the Company and/or by participating in the Company Forums, You agree to be bound by these Terms, and Company’s Website Terms of Use and Company’s Privacy Policy Statement, both of which are deemed incorporated herein by this reference. 

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