ViewFind Supplemental Terms for ViewFind Content Upload & My Profile Services

(Content You Upload to the ViewFind Properties)

VERSION 2.0
Effective Date 3/5/2016 | Last Updated Date 2/5/2016

These Supplemental Terms for Content Upload & My Profile Services, in addition to the Terms of Use (collectively, the “Terms”), govern your use of the ViewFind Content Upload & My Profile portions of the ViewFind Properties (collectively, the “Content Upload & My Profile Services”). If the Terms of Use are inconsistent with these Supplemental Terms, these Supplemental Terms take precedence with respect to the Content Upload & My Profile Services. Capitalized terms used in these Supplemental Terms for Content Upload & My Profile Services, but not defined, will have the meaning given to them elsewhere in the Terms.

1. The Content Upload & My Portfolio Services. These Supplemental Terms for Content Upload & My Profile Services address the terms applicable to Your Content that you upload to the ViewFind Properties. Through the Content Upload & My Profile Services, you can upload Your Content and create a user profile for display on a personalized, publicly accessible area of the Services called “My Profile.” After you upload Your Content, ViewFind will either approve or reject Your Content. ViewFind has no obligation to approve Your Content or make it available on the ViewFind Properties. If approved, however, Your Content will be made publicly accessible through the ViewFind Properties, including as part of your profile. ViewFind will use best efforts to credit you as the photojournalist of such content using the information you provide in your profile. If Your Content is approved, other users can view your profile and may be given the opportunity to follow you or Your Content through the Services. If a user follows you, other users may be notified when Your Content is published on the ViewFind Properties. If you do not wish for Your Content to be made publicly available or accessible to third parties, please do not upload Your Content to the Services.

2. Your Responsibility for Content.

You acknowledge that you (and not ViewFind) are entirely responsible for Your Content that you Make Available on, in or through ViewFind Site, including as part of the Upload & My Portfolio Service.

3. ViewFind Does Not Claim Ownership of Your Content. ViewFind does not claim ownership of Your Content. However, when you upload Your Content to the Services, you represent and warrant (a) that you own and/or have a right to license Your Content in accordance with these Terms; and (b) that any current or former holder of any worldwide intellectual property rights, including moral rights, in or to Your Content has completely waived all rights and validly and irrevocably granted you the right to license Your Content in accordance with these Terms (this includes any embargo periods).

4. Our License to Your Content. By uploading Your Content into the Services, you grant ViewFind a royalty-free, worldwide, non-exclusive right (including any moral rights) and license to use, license, distribute, reproduce, publish, publicly perform, publicly display, and create derivative works of Your Content in any manner or media for the sole purposes of operating the ViewFind Properties and providing and promoting the Services (including the promotion of Your Content on the ViewFind Properties). This grant of rights includes, without limitation, the following:

  • The right to allow other ViewFind users to search for, view and “share” any of Your Content that is approved by ViewFind;
  • The right for ViewFind and ViewFind users to share Your Content via various social networking services (e.g., Facebook, Instagram, Twitter, Google+) to promote the availability of Your Content on the ViewFind Properties. When Your Content is shared via social networking services through our Services, we will use every effort to ensure that you always are given explicit credit as the copyright owner of such content (based on the ownership information you include in your “My Profile”); and
  • The right to license, on a royalty-free basis, to third party licensees (each a “Promotional Partner”) the right to reproduce, display and distribute up to five (5) unique photographs from Your Content for the limited purpose of promoting and driving traffic to the ViewFind Properties (and Your Content). As a condition of each Promotional Partner’s use of Your Content, we will require the Promotional Partner to include in the licensed content (which may contain content other than Your Content) a clickable (i.e., linkable) byline and/or logo to your story page on the ViewFind Properties specified by ViewFind. For the avoidance of doubt, nothing in this section shall be deemed to require ViewFind to license any of Your Content to any Promotional Partner or to require any Promotional Partner to use any of Your Content that is made available to it under this section.

5. Terminating Your ViewFind Account. You may terminate your use of the Content Upload & My Profile Services at any time by deleting your ViewFind account. By deleting your ViewFind account, you terminate ViewFind’s right to continue using Your Content in accordance with these Terms. However, you understand and agree that ViewFind will honor any licenses granted prior to your termination. For example, if we or a ViewFind user shared Your Content via a social networking service or we licensed Your Content to one of our Promotional Partners in accordance with Section 4(c) while your ViewFind account was open, we will not take any steps to have Your Content removed from the social networking service or our Promotional Partner’s service after you delete your ViewFind account.

6. No Obligation to Store Content. Unless expressly agreed to by ViewFind in writing elsewhere, ViewFind has no obligation to store any of Your Content that you Make Available on ViewFind Properties. ViewFind has no responsibility or liability for the deletion or accuracy of any Content, including Your Content; the failure to store, transmit or receive transmission of Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of ViewFind Properties. You agree that ViewFind retains the right to create reasonable limits on ViewFind’s use and storage of the Content, including Your Content, such as limits on file size, storage space, processing capacity, and similar limits described in the web pages accompanying the Services and as otherwise determined by ViewFind in its sole discretion.

7. No Obligation to Pre-Screen Content. You acknowledge that ViewFind has no obligation to pre-screen Content (including, but not limited to, Your Content and other user Content), although ViewFind reserves the right in its sole discretion to pre-screen, refuse or remove any Content from the Upload & My Profile Services. By using our Content Upload & My Profile Services, you hereby provide your irrevocable consent to such monitoring. You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Content. In the event that ViewFind pre-screens, refuses or removes any Content, you acknowledge that ViewFind will do so for ViewFind’s benefit, not yours. Without limiting the foregoing, ViewFind shall have the right to remove any Content that violates these Terms or is otherwise objectionable.

8. User Conduct. In connection with your use of ViewFind Site, you shall not Make Available any Content that:

  • (a) (i) is unlawful, tortious, defamatory, vulgar, obscene, libelous, or racially, ethnically or otherwise objectionable; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (iv) is violent or threatening, or promotes violence or actions that are threatening to any other person; or (v) promotes illegal or harmful activities;
  • (b) Harms minors in any way;
  • (c) Impersonates any person or entity, including, but not limited to, ViewFind personnel, or falsely state or otherwise misrepresent your affiliation with a person or entity;
  • (d) You do not have a right to Make Available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under non-disclosure agreements);
  • (e) Infringes the rights of any person or entity, including without limitation, any patent, trademark, trade secret, copyright, privacy, publicity or other proprietary or contractual rights;
  • (f) Intentionally or unintentionally violates any applicable local, state, national or international law or regulation, or any order of a court; or
  • (g) Advocates, encourages or assists any third party in doing any of the foregoing activities in this section.

9. Incorporation of the Terms. Any dispute or claim arising from or relating to these Supplemental Terms or the Upload & My Portfolio Services is subject to the disclaimer of warranties, limitation of liability, governing law and all other terms in the ViewFind Terms of Use.


ViewFind Supplemental Terms for Advertising Placement Services for Your Content

VERSION 2.0
Effective Date 3/5/2016 | Last Updated Date 2/5/2016

These Supplemental Terms for Advertising Placement Services, in addition to the Terms of Use and the Supplemental Terms for the Content Upload & My Profile Services (collectively, the “Terms”), apply if you authorize ViewFind to display third party advertising (“Advertising”) on the page(s) of the ViewFind Properties where Your Content that is approved by ViewFind is the only user Content displayed (the “Advertising Placement Services”). If the Terms of Use or the Supplemental Terms for Content Upload & My Profile Services are inconsistent with these Supplemental Terms for Advertising Placement Services, these Supplemental Terms shall take precedence with respect to the Advertisement Placement Services. Capitalized terms used in these Supplemental Terms for Advertising Placement Services, but not defined, will have the meanings given to them elsewhere in the Terms.

1. Advertising Services. If you elect to use the Advertising Placement Services, you grant ViewFind the right to display Advertising on any page of the ViewFind Properties that includes only Your Content (and no other user Content). If ViewFind includes Advertising on any portion of any page where Your Content is the only user Content displayed, ViewFind will pay you a portion of the revenue it collects from the Advertising displayed on such page in accordance with the revenue share provisions in Section 3 of these Supplemental Terms for Advertising Placement Services.

2.Terminating Your Use of the Advertising Placement Services. After electing to use the Advertising Placement Services, you may terminate your use of these services by providing at least sixty (60) days’ prior written notice (email to suffice) to ViewFind. Written notices must be sent to sales@viewfind.com. Upon the effective date of your termination notice, ViewFind will cease selling Advertising on any pages of the ViewFind Properties where Your Content is the only user Content displayed, but will continue to honor ay Advertising contracts that were made prior to the effective date of your termination.

3. Advertising Revenue Share of 50%. If ViewFind includes any Advertising on any portion of a page of the ViewFind Properties where Your Content is the only user Content displayed on the page, ViewFind will pay you fifty percent (50%) of its Advertising Revenue (as defined in this section) from the sale of such Advertising (the “Revenue Share”). “Advertising Revenue” means all revenue (less any fees, including, without limitation, third party agency fees and commissions, and applicable taxes) actually collected by ViewFind by the close of the applicable month from the sale of Advertising on a page where Your Content (and no other user Content) is displayed. Advertising Revenue does not include consideration collected by ViewFind in exchange for the sale of advertising space on any other pages (including pages that may contain Your Content) or any non-cash consideration that ViewFind may receive in exchange for the barter of Advertising. ViewFind shall be solely responsible for the sale and management of, and billing and collection relating to, the Advertising. ViewFind shall be entitled to accept Advertising from all potential advertisers, but endeavors to only accept Advertising that meets its advertising guidelines, which, among other things, prohibit Advertising that is unlawful, defamatory or, in the opinion of ViewFind, is otherwise objectionable.

4. Your Ad Rev Payments. For the purposes of marketing Your Content and operating the ViewFind Site, you grant ViewFind a royalty-free, worldwide, non-exclusive right (including any moral rights) and license to use, license, distribute, reproduce, publish, publicly perform, and publicly display Your Content in any manner or form to you and to our other users. Also, for the purposes of promoting you and the ViewFind Site, we may publish your content via various social networking services (e.g., FaceBook, Instagram), where you will always be given explicit credit as the copyright owner. You affirm that the holder of any worldwide intellectual property right, including moral rights, over Your Content and that any previous owner has completely waived their rights (this includes any embargo periods).

5. Incorporation of the Terms. Any dispute or claim arising from or relating to these Supplemental Terms or the Advertising Placement Services is subject to the disclaimer of warranties, limitation of liability, governing law and all other terms in the Terms of Use.


ViewFind Supplemental Terms for the Licensing Services
(Including Royalties from Licensing Services)

VERSION 2.0
Effective Date 3/5/2016 | Last Updated Date 2/5/2016

These Supplemental Terms for the Licensing Services, in addition to the Terms of Use and the Supplemental Terms for Content Upload & My Profile Services (collectively, the “Terms”), govern the use of ViewFind’s licensing services (the “Licensing Services”) available through the ViewFind Properties. They only apply to contributors of Content if the contributor elects to use the optional Licensing Services when it uploads Content through the Content Upload & My Profile Services. If either the Terms of Use or the Supplemental Terms for Content Upload & My Profile Services are inconsistent with these Supplemental Terms for the Licensing Services, these Supplemental Terms shall take precedence with respect to the Licensing Services. For purposes of these Supplemental Terms for the Licensing Services, the term “you” refers to any user of the ViewFind Properties that licenses content to third parties not affiliated with ViewFind through the Licensing Services; “Buyer” refers to any third party not affiliated with ViewFind that purchases a license to use content made available for licensing through the Licensing Services; and “users” refers to photojournalist contributors and Buyers. Capitalized terms used in these Supplemental Terms, but not defined, will have the meaning given to them elsewhere in the Terms.

1. The Licensing Services. These Supplemental Terms for Licensing Services address the terms applicable to any of Your Content that is approved by ViewFind and that you elect to Make Available through the ViewFind Properties for licensing to Buyer(s) under the terms of a non-exclusive license approved by you. If you participate in the Licensing Services, Buyers visiting the ViewFind Properties will have the ability to contact ViewFind to request a license to use Your Content. Upon such a request, ViewFind would provide the Buyer with the terms of the proposed license as well as the applicable licensing fees. If a Buyer agrees to the proposed license, ViewFind would obtain your final approval over the scope of the license as well as the licensing fee (such approved license is referred to as the “License,” and such approved licensing fee is referred to as the “Approved Licensing Fee”) before facilitating the licensing of Your Content. If Your Content is licensed to a Buyer, ViewFind will then process the transaction and disperse a royalty payment to you in accordance with Sections 6 and 7 of these Supplemental Terms for the Licensing Services.

2. Your Responsibility for Content. You acknowledge that you (and not ViewFind) are entirely responsible for Your Content that you make available for licensing to Buyers through the Licensing Services and that the representations and warranties you make with respect to Your Content when you upload it under the Supplemental Terms for the Content Upload & My Profile Services will be deemed to be made for the benefit of each Buyer of Your Content as well as ViewFind under these Supplemental Terms for the Licensing Services.

3. License to Your Content. When you upload Your Content through the Content Upload & My Profile Services, you are given the opportunity to indicate whether you would like to make Your Content available for licensing to Buyers through the Licensing Services. If you indicate that you wish to use the Licensing Services for any of Your Content that is then approved by ViewFind, you are agreeing to grant ViewFind (i) the right to advertise the availability of such content for licensing to Buyers; and (ii) the right to license Your Content to any Buyers in accordance with these Supplemental Terms for the Licensing Services and the License selected and paid for by the Buyer. The terms of the Buyer’s license to use Your Content will be set forth in the License ordered and paid for by the Buyer through the Licensing Services.

4. Terms and Conditions for Buyers. Buyer agrees to use any of Your Content that it licenses solely as permitted under the terms of the License selected and paid for by Buyer. IN ADDITION, BUYER ACKNOWLEDGES AND AGREES THAT (I) VIEWFIND EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO ANY CONTENT LICENSED THROUGH THE LICENSING SERVICES; AND (II) VIEWFIND IS NOT LIABLE, AND BUYER AGREES NOT TO SEEK TO HOLD VIEWFIND LIABLE, FOR ANY CONTENT BUYER LICENSES THROUGH THE LICENSING SERVICES OR THE CONDUCT OF ANY OWNER OF SUCH LICENSED CONTENT AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH BUYER. The parties acknowledge and agree that each Buyer of Your Content is an intended third party beneficiary of any and all representations and warranties made by you under these Terms and that to the extent such Buyer has any claim against or dispute with you as a result of any breach of such representations and warranties, such Buyer shall have the right to enforce these Terms directly against you.

4. Licensing Fees. When Your Content is licensed to a Buyer through the Licensing Services, the Buyer will be required to pay the Approved Licensing fee. Unless otherwise stated, all licensing fees are quoted in United States Dollars.

5. Terminating Use of the Licensing Services or the Inclusion of Certain Content in such Services. After electing to use the Licensing Services, you may terminate your use of the services at any time by deleting your account or, with respect to some, but not all, of Your Content, by providing written notice (email to suffice) of your intent to cease making certain of Your Content available for license to ViewFind. Written notices must clearly identify the particular portions of Your Content you intend to remove from the Licensing Services and must be sent to sales@viewfind.com. Upon the deletion of your account or the effective date of your termination notice (as applicable), ViewFind will cease making Your Content (or, if applicable, the portion of Your Content that you designate) available for licensing to Buyers through the Licensed Services. You acknowledge and agree, however, that ViewFind will continue to honor any licenses made in respect of Your Content prior to the deletion of your account or the effective date of your termination notice.

6. Your Royalty. If Your Content is licensed to a Buyer through the Licensing Services, you will receive a royalty of seventy percent (70%) of the Net Revenue (as defined below) collected by ViewFind from the Buyer (“Your Royalty”). “Net Revenue” refers to amounts collected from Buyers for the Approved Licensing Fee less any (i) applicable VAT, duty, levy or impost of any nature required to be withheld, deducted or paid by ViewFind from any current or future sums due to you by any law, regulation, or treaty (excluding: (a) any taxes on the net profits of ViewFind or any Buyer; and (b) any withholding taxes imposed on remittances to ViewFind); (ii) any chargebacks or refunds made to Buyers in connection with the licensed content, and (iii) technology delivery/access services, distribution or fulfillment fees, and advertising sales commissions, in all cases arising out of or resulting from any licensing of Your Content. In addition, in calculating Net Revenue, ViewFind may, in its sole discretion deduct: (x) advances on earnings or royalties; (y) cancellations, including where the cancellation is due to a fraudulent transaction; and (z) overpayment.

7. Royalty Payments. ViewFind will calculate Your Royalty payments at the end of each calendar month and will generally pay you Your Royalty no later than sixty (60) days after the end of the applicable month. In order to be paid, Your Royalty balance must be at least one hundred dollars ($100 USD). If Your Royalty balance is less than $100, it will be carried over month-to-month until Your Royalty balance is equal to or greater than the $100 threshold or you terminate your account, at which time ViewFind will issue Your Royalty balance. Payments will be made to you via a payment method determined by ViewFind in its sole discretion. This payment method may require you to agree to additional terms and conditions with ViewFind or a third party, e.g. PayPal, Stripe or any other financial institution or payment processor selected by ViewFind. ViewFind reserves the right at any time to change its payment processor, and/or its payment and billing methods, either immediately upon posting on the Website or Services or by e-mail delivery to you. You will be responsible for paying any applicable taxes relating to Royalty payments you receive and will indemnify and hold harmless ViewFind from any and all taxes, including sales tax, based on any payments made or received by you in connection with the Licensing Services.

8. Incorporation of the Terms. Any dispute or claim arising from or relating to these Supplemental Terms or the Licensing Services is subject to the disclaimer of warranties, limitation of liability, governing law and all other terms in the Terms of Use.