Terms of Service
Terms of Service
Last Update of Terms: April 12, 2021
PLEASE READ THIS AGREEMENT AND ALL OTHER AGREEMENTS AND POLICIES REFERENCED HEREIN (COLLECTIVELY DEFINED BELOW AS THE “TERMS OF SERVICE”) CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS AND A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER.
1. About the Snapwire Platform; Acceptance of Terms of Service
This User Agreement (this “Agreement”) is a contract between Snapwire Media Inc. (“Snapwire”, “we” or “us”) and you (“you” or “User”, which includes both licensees (“Buyers”) and licensors (“Contributor”)). You must read, agree to, and accept all of the terms and conditions contained in this Agreement to be a User of our website, located at https://snapwire.co (the “Site”), and to access any or all services, including, without limitation, the Marketplace (defined below), the Snapwire Custom Content Services, or any applications (including mobile applications) made available by Snapwire (collectively, the “Platform”).
Snapwire offers various services for registered Users to either submit or license, as a Contributor, and/or commission or license, as a Buyer, visual Content on our online Platform. Snapwire makes available the following services to Users:
- Marketplace: Snapwire hosts searchable Content (the “Marketplace”) that it makes available to all Buyers for possible license where Buyers may purchase either (i) a specified amount of Content as part of a Subscription during a period (a “Subscription”) or (ii) an individual license of Content (an “Individual License”). In connection with the Marketplace, Contributors can establish an online profile and upload Content (“Profile Content”), which may be displayed as an online portfolio.
- Custom Content Services; Briefs & Challenges. Snapwire or Buyers may also create and publish a creative brief for specific types of visual Content needs (“Briefs”). Contributors who submit Content in response to a Brief may also be eligible to submit to photo contests which it selects photos from Contributors for its Marketplace that Snapwire may run from time to time (“Challenges”). Buyers may license the rights to use the Content (or purchase the full copyright) from Briefs and may license the rights to use Content from Challenges posted by Snapwire in the Marketplace. Challenge Content is governed by the same Prohibited Uses defined below. Snapwire, in its sole discretion, may review any Content submitted by Contributors as part of a Brief, Challenge, Contributor profile or the Marketplace. Please be sure to read and understand the Briefs and Challenges rules as posted on the Platform.
2. Platform Terms of Service
Acceptance of Terms. By accessing or using the Platform or by registering for an account (an “Account”) to use the Platform and to either commission or license visual Content, as a Buyer, or to submit and sell or license Content, as a Contributor, however accessed, you, the User, agree to be bound by the Terms of Service. If you do not accept all of the terms contained in the Terms of Service, as applicable to your use of the Platform, do not register for or use the Platform.
You must be at least 18 years old to register to use the Platform. Snapwire may, in its sole discretion, refuse to offer the Platform to any person or entity and may change the eligibility criteria at any time.
Arbitration Notice. YOU AGREE THAT DISPUTES BETWEEN YOU AND SNAPWIRE WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A LAWSUIT, A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION. FOR FURTHER INFORMATION PLEASE CONSULT THE “ARBITRATION” SECTION BELOW.
B. User Account Registration
Buyer Account Registration. As part of the registration process, you will be asked to submit certain information at the following webpage www.snapwire[dot]co such as your name, email address, location (city, state, country), Payment Data and to create an Account login password (“Buyer Data”). If you are registering to use the Platform on behalf of a legal entity, in the capacity of a Buyer, (i) you must be the authorized representative of such entity, (ii) have the full power and authority to bind such entity as a Buyer to the Contributor License Agreement and/or Copyright Purchase Agreement, each as applicable; and (iii) if such legal entity you represented as a Buyer subsequently disputes such power or authority, you shall be liable for any failure of such entity to comply with the Terms of Service as it applies to Buyers.
Contributor Profile Registration. As part of the registration process, you will be asked to submit certain information at the following webpage www.snapwire[dot]co such as your name, profile photo, email address, phone number, location (city, state, country), role (i.e., photographer, editor, etc.), portfolio hyperlink, content samples, creative style, specialty(ies), equipment details, Payment Data, and to create an Account login password (collectively, “Contributor Data”). More information regarding use of your Profile, managing your Content and maximizing your licensing and earning opportunities can be found in our FAQs.
C. Platform License; User Permissions & Guidelines
Grant of License to Site. Snapwire hereby grants you a limited, non-exclusive, revocable, royalty-free, non-transferable, non-assignable, non-sublicensable, right and license to access and make use of the Platform, solely as permitted by the tools, products, services, functionalities and/or features made available to Users of the Platform, subject in all respects to the Terms of Service, and not for redistribution of any kind. Snapwire and our licensors retain all right, title, and interest in and to all Intellectual Property Rights related in and to the Platform. The Snapwire logos and names are trademarks of Snapwire and are registered in certain jurisdictions. All other product names, company names, marks, logos, and symbols on the Platform may be the trademarks of their respective owners. For purpose hereof, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
Snapwire may terminate any license it has granted to any User to access the Platform by providing notice, and the termination of such license shall be effective immediately upon Snapwire providing such notice.
Permitted Uses. Snapwire offers the Platform for your business purposes only and not for personal, household, or consumer use. Snapwire makes the Platform available for Buyers and Contributors to enter into service relationships, make and receive payments through registered Accounts, and receive and provide services. We do not make any representations or warranties with respect to any information that is posted on the Platform by us or anyone else. In no event should any content be relied on or construed as tax or legal advice or otherwise. You should independently verify the accuracy of any content.
User Guidelines and Restrictions. You agree that while using the Platform, you will comply with the following rules:
- You will not interfere with or disrupt the servers or networks connected to the Platform;
- You will not transmit through the Platform any unlawful, harassing, libelous, privacy invading, abusive, threatening, defamatory, vulgar, racist, or otherwise harmful material of any kind, including, without limitation, Content that depicts nudity, sexual conduct or violence;
- You will not disobey or breach the Terms of Service as published by Snapwire on the Platform;
- You will not violate any applicable local, state, national or international law, statute, ordinance, rule or regulation;
- You will not upload, post, e-mail, transmit or otherwise make available: (a) any Content or material that infringes upon a third party right, including, without limitation, copyright, trademark right of publicity or privacy or any other intellectual property rights; (b) any advertisements for yourself, your Content or your services; (c) any third party advertisements, including banner exchange services; (d) any software viruses, Trojan horses, worms or any other malicious application or code; or (e) any Content or material which may constitute or encourage conduct that is a criminal offense or civil wrong or otherwise violates any applicable law;
- You are legally responsible for the Content you make available on the Platform. Other than the limited license grant, you retain ownership in, and are solely responsible for, the Content you post;
- You will not impersonate any person or entity, or make any false statement regarding his or her employment, agency or affiliation with any person or entity;
- You will not scrape or otherwise use any data mining, robots, or similar data gathering or extraction methods (except as may be the result of standard search engine protocols or technologies used by a search engine with our express consent);
- You will not solicit, create or submit unwanted email, comments, messages or other forms of commercial or harassing communications (a/k/a “spam”) to any other User. For the purposes of clarity, once you have posted a Brief or submitted Content to a Brief, you may not attempt a commercial transaction privately off of Snapwire;
- In the creation of an Account, Contributors and Buyers may post URLs in user profile information and Brief details; however, you must not use domain names or web URLs in a Snapwire username without Snapwire’s prior written consent;
- You will not create false identities in order to circumvent Snapwire promotional programs to earn money, purchase your own Content, post political or promotional opinions, slander other users, or encourage fraudulent behavior. Such behavior will result in a removal of the User and their account;
- You will abide by these terms and conditions, Brief creation and Content submission requirements (as described in the FAQs), including, without limitation, the information concerning Releases (defined below).
You agree not to permit any third party to do any of the foregoing. Snapwire reserves the right to terminate your access to the Platform, your Briefs or remove any Content that does not comply with the Terms of Service or for any reason by Snapwire, in its sole discretion.
Enforcement. We reserve the right, but do not assume the obligation, to investigate any potential violation of this Section 2 or any other potential violation of the Terms of Service and to remove, disable access to, or modify any content on the Platform. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of the Terms of Service or the User Agreement.
3. BUYER TERMS OF SERVICE
A. Custom Content Services; Brief Submission
Service Options. Snapwire provides Buyers with customized options when accessing the Platform through the following self-serve offerings detailed below. This custom process begins with the submission of a Brief as outlined in the “Custom Content Services; Briefs & Challenges” paragraph first above. Snapwire may review the Brief and all Content before it can be submitted in response to a Buyer’s Brief. Various self-service options and custom offering are available on the Platform and are as follows:
- Starter Service. The “Starter” Service is a free, non-subscription based offering that includes basic access to the marketplace tools to complete the Brief. Buyer will only have access to and the ability to submit a pre-prepared Brief or use basic tools to submit a Brief with a specified budget. Our payment provider will pre-authorize payment for the total amount of budget associated with your Brief. When the Brief is complete, our payment processor will charge the total amount associated with your Brief budget plus any related expenses or transaction fees. The Starter offering does not require payment of any on-going subscription fees beyond the amount ultimately set and charged to fulfill your Brief and any applicable transaction fees.
- Standard Service. The “Standard” Service is a subscription-based offering that includes Snapwire’s standard customer service to assist with any support related inquiries. With the Standard offering, Buyers can submit a custom made Brief with a specified budget and a Contributor will be assigned to fulfill the creative specifications of the Brief. The Standard offering is provided on a self-serve basis but does provide optional access to Snapwire-managed production services. If a Buyer requests production services in connection with the Brief, then our payment provider may hold an upfront payment until the Brief is complete. The Standard offering requires payment of an on-going monthly subscription fee, in addition to the amount ultimately set and charged to fulfill your Brief. Additional fees are required for production services.
- Plus Service. The “Plus” Service is a subscription-based offering that includes Snapwire’s premium customer service to assist with any support related inquiries. With the Plus offering, Buyers can submit a custom made Brief with a specified budget and a Contributor will be assigned to fulfill the creative specifications of the Brief. After the Brief has been submitted and reviewed, a Contributor will be assigned to fulfill the creative specifications of the Brief. The Enterprise offering comes with the option to access Snapwire-managed production services and various other technical API integrations. The Enterprise offering requires payment of a subscription fee, in addition to the amount ultimately set and charged to fulfill your Brief.
Service Fees and Commission. For each of the custom, self-service offerings above, Snapwire will be entitled to a transaction fee, as well as a services fee (if production services are requested), each based on a specified percentage of the total amount charged and invoiced to Buyer upon completion of the Brief. Buyers accessing non-subscription offering may choose to upgrade any time by paying a monthly or annual platform fee. Buyer can unsubscribe from a monthly or annual subscription offering at any time by providing Snapwire with notice through Buyer’s Account, provided that any cancellation of a subscription service will be effective as of the end of the then-current billing period, as applicable.
Licensing Models. Snapwire also offers a Marketplace where Buyers can search Contributors’ Content for either individual licensing on a per item basis (“Individual License”) or licensing as part of a subscription that allows Buyers to license a quantity of Content from the Marketplace for a set subscription fee (“Subscription”). Contributors have a right to exclude their Content from such Marketplace offering on their Account Profile.
Individual License. For Individual Content licensing, a Contributors receives 50% percent of the License Fee received by Snapwire (see Compensation section Payment Terms and Conditions).
Subscription. The amount of Content that may be downloaded during each Subscription period shall be specified in a Buyer order. Any license for Content downloaded and not used in any given Subscription period will expire and will not roll over to any subsequent Subscription periods. When Buyers purchase a Subscription on the Platform, Contributors agree to sell their Content according to the current Subscription fee, and Contributors will receive credit for the individual items of Content downloaded in proportion to the number of total items of Content downloaded by the Buyer during the Subscription Period. License fees paid to Contributors will vary depending on the Subscription package purchased by the Buyer. A Contributor’s earning is determined by the price of the Subscription plan and is detailed on the Platform’s Payout page.
Premium Content. Snapwire may select Content from the Marketplace to be designated as “Premium Content”. Contributors agree that all Premium Content shall be exclusive to the Snapwire platform unless and until the Content is removed by the Contributor. Premium Content may be selected and submitted to our Third Party Partner sites at Snapwire’s choosing, and in doing so, shall inform Contributors that select Content has been submitted. Contributors may choose to opt out of these relationships. In the event Contributor removes Content that has been submitted to a Third Party Partner site, Contributors understands and agrees that Snapwire’s removal process may be subject to delays (beyond its own control) to ensure that the Content is removed from any Third Party Partner site.
Payment and Fees. For any Content licensed from the Marketplace, Buyer agrees to the predetermined amount associated with the Content in US Dollars or the agreed upon Subscription fee in accordance with the Subscription package acquired.
Billing. For each Individual license, Buyers are charged at the time of the license transaction. For Subscription licensing, Buyers are billed monthly on the date of purchase and subsequently on a renewal date until cancelled. “Renewal Date” means the calendar day of the month as noted on the Subscription order. For example, a June 1 order date would imply a July 1 Renewal Date and the first of every month thereafter. A Buyer Subscription will be automatically renewed for consecutive Subscription terms unless earlier terminated as set forth below.
Free Trials. The subscription provider may offer free trials in connection with their subscription. Any free trial must be cancelled at least 24 hours before the end of the free trial period in order to avoid having the subscription automatically renew at the then current subscription rate. If you cancel your free trial or purchase a subscription before the end of your free trial, any unused portion of your free trial will be forfeited.
Cancellations. Subscriptions must be cancelled at least 24 hours before the Renewal Date in order to avoid being charged for the next subscription period. If you cancel your subscription after the applicable Renewal Date, it will not take effect until the end of the following subscription period. If you subscribed via your Apple iTunes or Google Play Store account, you must cancel your subscription(s) through your Apple iTunes or Google Play Store account, as applicable.
C. Content Use Prohibitions
Unless otherwise authorized in writing by Contributor or Snapwire, Buyer may not:
- Use the Content in any pornographic, defamatory or otherwise unlawful manner, whether directly or in context or juxtaposition with specific subject matter.
- Use any Content featuring a model or property in connection with the endorsement of any product or service or a subject that would be unflattering, misleading or unduly controversial to a reasonable person, without accompany each such use with a clear and conspicuous statement that indicates that (i) the Content is being used for illustrative purposes only, and (ii) any person depicted in the licensed Content, if any, is a model.
- Use any Content for commercial purpose, featuring an identifiable trademark, person or property that Contributor has not obtained the explicit permission. For the purposes of clarity, you may not use any Content with recognizable people or property for commercial purposes (as to promote a product or a service), where the Content’s permissions status is marked “No or Not Applicable or Editorial Use Ok”.
- Unless otherwise governed by another agreement, outside of derivative works created with the Content, sublicense, sell, assign, convey or transfer any rights granted to the Content under the Terms of Service, including the use in any competitive Service;
- Incorporate the Content into a logo, trademark or service mark as to stake claim of copyright to the Content;
- Make the Content available (separate from the end product into which it is incorporated, e.g., on Snapwire, another site, social media site or otherwise) in any medium accessible by persons that are not authorized;
- Sell, license or distribute any end product containing the Content in a way that is intended to allow or invite a third party to download, extract or access the Content as a standalone file;
- Without obtaining an additional license or other direct permission from Snapwire, use or display the Content in any medium designed to induce or involve the sale, license or other distribution of “print on demand” products where the Content is the main focus of the product (e.g., products in which Content, alone, is selected by a third party for customization of such product on a made-to-order basis, including, by way of example only, on-demand postcards, mugs, tee shirts, prints, on-line design tools and other items provided by third party services);
- Falsely represent, expressly or implied, that you are the original creator of a work that derives a substantial part of its artistic components from the Content as this would infringe on the copyright of the original artist; or
- For the sole purposes of sharing or transferring Content without a license, make the Content available to a third party on a digital asset management system, shared drive or file sharing service.
4. CONTRIBUTOR TERMS OF SERVICE
A. Content Defined
All still or motion, including photographs, graphics, illustration, audiovisual material, and all associated text and metadata (collectively “Content”) that Contributor either makes available to Snapwire to include or Contributor uploads directly to the Platform, may be accessed, used, licensed or purchased by any User in accordance with the Terms of Service.
B. Snapwire’s Review of Content
Snapwire has the right, but not the obligation, to review any Content submitted by Contributors as part of a Brief or uploaded to their profile or the Marketplace for compliance with the Terms of Service and remove any Content in its sole discretion for any reason. Furthermore, Contributors may need to reach a certain user level before they can respond to and participate on a Brief. If you are selected for a Brief, the Brief instructions may require you to transfer exclusive rights in the Content to Snapwire. This ensures the highest quality standards for Buyers.
All Content uploaded to Snapwire is automatically watermarked and you agree that the Snapwire watermark may be included with your Content. When a Buyer purchases or licenses Content as part of the Platform, the watermark is removed when the Content is downloaded.
Other than any watermarks, Snapwire will not knowingly remove any attribution with respect to Contributors’ Content uploaded to the Platform if provided by Contributor. Buyer agrees that it shall provide attribution to Contributor in connection with any editorial use of Content licensed via Snapwire, unless Contributor waives any right to attribution directly. Contributors acknowledge that attribution is not provided by Buyers for advertising or other commercial use. Notwithstanding the above, Snapwire shall not be responsible if the Buyer fails to credit Contributors.
D. Contributor License Grant to Snapwire
Each Contributor that uploads Content to the Platform agrees to grant, and each Buyer agrees to comply with, the following licenses to Snapwire to use the Platforms where applicable:
- License to Snapwire for General Platform Services. A worldwide, non-exclusive, royalty-free, transferable license to sub-license, reproduce, distribute, display and to create derivative works of Content uploaded to Snapwire in connection with its offering of the Platforms, including for promoting the Platform and/or redistributing the Platform through third parties in any format and through any distribution channels.
- Contributor’s License to Snapwire to sell Content in the Marketplace. Contributor grants Snapwire a worldwide, royalty-free, transferable license (that is exclusive in the case of Premium Content) to sub-license, reproduce, distribute, publish, transmit and display (in whole or in part) and to create derivative works of the Content uploaded by Contributors (collectively ‘use’) with the right to grant sublicenses to Buyers and other sub-licensees to use the Content, in all media throughout the world, for all legal purposes, other than those uses prohibited below under Prohibited Uses. This grant of rights includes the right to permit Snapwire to use the services of Third-Party Partners to offer selected Content for licensing.
- Snapwire’s license to sell Content rights to Buyers.
- Review/Comping: a worldwide, non-exclusive, non-sublicensable, non-transferable and non-assignable royalty-free license to grant access to the Content through the Platform for a review period of thirty (30) days on a personal computer and, in any test, sample, comp or rough cut evaluation materials (“Comp Use”) for personal evaluation purposes or sample use only, including layouts.
- Royalty Free Use License: a worldwide, non-exclusive, non-sub-licensable, non-transferable and perpetual royalty-free personal and commercial license to reproduce, distribute, publish, transmit and display, in whole or in part, the Content, and create derivative works from the Content in any and all media for all legal purposes other than those uses prohibited above under Section 3.C (Content Use Prohibitions) or as stated with the Content’s “Permission Status” limits.
- Exclusive Royalty Free License: Brief Content may be offered by Contributor for an exclusive licensing period for up to two (2) years to any Buyer, during which the licensed Content will not be offered to other Buyers on the Platform or anywhere else. Currently, exclusivity is only offered as an option in response to a Brief. Exclusivity terms may vary and will generally command higher prices than non-exclusive licenses in the Marketplace. Buyers must confirm any exclusivity with Contributor before completing any exclusive license for any Content. If the Content is licensed on an exclusive basis and is reproduced by the Buyer on a social media or other third party site in a manner permitted by the license, the exclusive rights granted shall automatically be revoked in the event that the third party website seeks to exploit purported rights to the Content contrary to the terms of these Terms of Service.
- Storage: Buyer (licensees) may store the Content in a closed digital library, network configuration or similar arrangement to allow the Content to be viewed by employees, partners and clients of Buyer only, and so long as Content is not downloaded through a Subscription, there shall be no more than five (5) users accessing the Content at one time.
- Contributors’ Grant of Optional Buyout. Snapwire may select a Contributor for a Brief (or other custom assignment) where the Buyer requires an assignment of all rights to the requested Content (“Buyout”) from Snapwire. If Contributor elects to participate in the Brief, Contributor shall enter into an agreement pursuant to which Contributor will agree to such assignment of all rights to the requested Content with Snapwire (a “Content Purchase Agreement”). This Content Purchase Agreement shall include an assignment of all right, title and interest in and to the Content, including any copyright and, where applicable by law, Moral Rights to Snapwire, for Snapwire’s further assignment to the Buyer. Moral Rights means any rights to claim authorship of an item of Content, to object to or prevent any modification of Content, to withdraw from circulation or control the publication or distribution of Content, and any similar right, existing under judicial or statutory law of any country in the world, or under any treaty, regardless of whether or not such right is called or generally referred to as a “moral right.” Contributor shall transfer and assign to Buyer, and shall waive and agree never to assert, any and all Moral Rights with respect to the Content, even after termination of these Terms of Service. If Snapwire obtains any custom Briefs for any Contributor, Contributor agrees that all costs to perform all Briefs are his or her responsibility, will use the highest professional standards and shall comply with all customer instructions and requirements, including any reasonable requirements to make modifications. Contributor’s use of any Buyout Content is limited to personal use and self-promotional use without prior written permission from Buyer. In the event any Content is rejected for failing to timely meet the specifications of a brief by either not shooting the subject matter or submitting Content that does not meet standard technical quality requirements of a professional creator, or the Buyer elects to terminate the purchase of any Buyout Content, Buyer will only be obligated to pay Contributor all fees and expenses relating to the services performed in creating the requested Buyout Content prior to termination. If Buyer rejects Content for reasons other than technical quality requirements and the shoot specifications are reasonably met, the Contributor shall be paid for the assignment shoot. Please review our FAQs for more information about Content Buyout.
Contributor Reserved Rights. All rights to the Content shall continue to be owned by Contributor, subject to the rights to use the Content as permitted under the Terms of Service. By way of example only, and unless additional rights are granted, as part of the standard Use license to a Buyer, the Buyer is permitted to:
- Have the Content reproduced by third parties or subcontractors of Buyer for the preparation of the Content, provided that such third parties or subcontractors agree to abide by the provisions of the Terms of Service; and/or
- Incorporate the Content into merchandise for resale or distribution (except for “print on demand”), without limitation to any size of the production run of such merchandise, including, without limitation, computers, computer peripherals, clothing, artwork, magnets, posters, and online or paper greeting cards, provided that the merchandise contains text or written words and the Content is as one item or that the Content, alone, is not the primary factor driving the sale of the merchandise.
Removal of Content by Contribution. Contributor may remove or delete Content from the Platform which terminates all future grant of rights to use the Content on the Platform and to grant future licenses to Buyers. Termination or removal of Content by a Contributor shall not affect any previously granted licenses or assignment of rights to Buyers. Please review our FAQs for more information regarding management of Your Content and your profile.
5. PAYMENT TERMS
A. Payment of License Fees
Payment of License Fees for Buyers. License Fees are collected directly by Snapwire via the payment facilitator at the time the transaction occurs; or according to the applicable license agreement, Subscription agreement; or when a Buyer submits payment; or when a Third Party Partner sells Content. Except in the case of Third Party Partners, License Fees are automatically deposited into Snapwire’s account and then distributed to Contributors via the Contributor’s chosen Snapwire-supported payment facilitator. Third Party Partners report transactions to Snapwire and submit payments according to their payout schedules. Payouts will be processed on the 1st of the month following 30 days from the date the Contributor requests payout. All sales are final and there is no cancellation once a license transaction has occurred. License Fees paid to the Contributor for the Content is taxable income in most countries. Contributors who receive License Fees shall be liable for ensuring that all payments of tax and other payments are duly remitted in accordance with the applicable legislation of their country and region.
Please review our Creator Payout Policy below for more information about terms and conditions for payments to Contributors for creative services performed on Briefs.
B. Contributor Payout Policy
Marketplace Payments. Payments to Contributors will be processed on the 1st of the month following 30 days from the date the Contributor requests payout, provided your balance is $25 or more. If the 1st is a weekend or US holiday, the payment will be made on a prior business day. Requested payouts will be totaled at the end of the month and paid out on the 1st of the month following 30 days from the date the Contributor requests payout. Payments may not be released to the Contributor until all licensing fees are collected from the Buyer, and at such time, the Contributor’s earning will be made available.
Brief Payments. Payments to Contributors are facilitated when a Buyer marks their Brief Complete in the webs service and has accepted the Content. Buyer may only reject Content timely submitted if it does not meet the technical quality requirements of the Brief, including failing to comply with the description of the subject matter. Contributor payment shall be 100% of the displayed amount less any payment processing fees assumed by Snapwire’s payment processor. In exceptional circumstances, such as if a Contributor submits content late or falsely represents their work, we will cancel a payout to a Contributor or in other scenarios as defined below, send a partial payout as defined below. Change of payment to Contributors may only be subject to change after Snapwire’s approval.
Assignment Expenses. For certain Briefs, a Contributor may incur a few costs (such as model costs, entrance fees, location booking, food, etc.) to produce content as outlined in the Briefs. Expenses that have been pre-approved may paid to a Contributor in advance of the completion of a Brief.
Onsite Shoot Cancellations. In the event a shoot could not be completed based on circumstances outside of the creator’s control–the Client cancelled, location was closed, or last minute changes occurred–a cancellation fee will be paid out to the creator. Cancellation fees are flat rates dependent on the shoot type.
Partial Payments. Less applicable processing fees, payment is sent in full when the Content submitted meets both the minimum deliverable amount and Brief requirements in terms of subject matter and technical quality requirements. Partial payments will be sent if one of several of the scenarios apply: there is only some usable Content (or the amount of Content submitted is below the minimum deliverable amount), if not all required Content scenarios defined in the Brief are present within the Content submitted, a re-schedule or reshoot is required and you are unable to do so, there is no usable Content, you are at fault for a late submission. If Content is submitted late, a percentage of the Creator’s payment amount will be deducted resulting in a partial payment. The percent deducted increases each day after the submission deadline.
Post Production Request. Additional editing requests are made only to ensure the content submitted reflects the aesthetic outlined in a given Brief. If a creator is unable to apply the edits, a partial payment may be sent.
Full Payment Eligibility. Contributors are eligible for full payment when any Briefs issues have been communicated and resolved proactively and they have submitted at least the minimum deliverable amount of Content that 1) satisfies technical quality requirements based on industry standards for professional creators; 2) meets the written requirements of the Brief as described by the subject matter; and 3) submits the Content by the submission deadline. If a Buyer rejects any Content created on the description in the Brief, the Creator may be given an opportunity to reshoot the rejected Content if possible or practicable.
No Payment Circumstances. Payment will not be issued if no or insufficient Content is submitted; if the Content does not meet technical requirements based on industry standards for professional creators if the content submitted is not the creator’s own work; is edited from their previous work; or is in other ways deceitful in nature based on the Brief’s requirements.
Snapwire does not employ Users in any way. As such, Snapwire will not be liable for any tax or withholding, including but not limited to unemployment insurance, employer’s liability, social security or payroll withholding tax in connection with Your use of the Platform or any transactions in connection therewith. You understand and agree that if Snapwire is found to be liable for any tax or withholding tax in connection with your use of the Platforms, then you will immediately reimburse and pay to Snapwire an equivalent amount, including any interest or penalties thereon.
Snapwire has adopted and implemented the Snapwire Copyright Policy in accordance with the Digital Millennium Copyright Act. For more information, please read our Copyright Policy.
B. Third Party Links, Sites, and Services
The Service may contain links to third-party websites, advertisers, services, special offers, or other events or activities that are not owned or controlled by Snapwire. We do not endorse or assume any responsibility for any such third-party sites, information, materials, products, or services. If you access any third party website, service, or content from Snapwire, you do so at your own risk and you agree that Snapwire will have no liability arising from your use of or access to any third-party website, service, or content.
Snapwire has the right, at its expense, to determine in its sole and reasonable discretion, without obligation, if, and when, any legal action shall be pursued with regard to the Content offered exclusively on its Site, and to defend claims and counterclaims related to infringements of the Content. Snapwire shall have complete discretion regarding its choice of attorney or service for claims based on infringements. Settlements shall not be subject to Contributor’s prior approval. Contributor agrees to cooperate with Snapwire, providing, if requested, all reasonable assistance to Snapwire. Contributor agrees to be named in and be joined in as a party to any proceeding in connection with the prosecution or defense of any legal claim. However, Contributor shall not hold Snapwire responsible for any misuse of the Content by any third-party. If Snapwire chooses not to pursue any such claims, then Contributor is free to pursue such claims him or herself and is entitled to 100% of any compensation he or she receives. Otherwise, all settlements shall be subject to 50% of any settlement collected by Snapwire.
D. Representations and Warranties; Indemnification
Snapwire’s Representations to Buyers. Provided a Buyer is not in breach of the Terms of Service, Snapwire represents and warrants to the Buyer that the Content (as submitted and unaltered by Users) that is downloaded and used in full compliance with the Terms of Service and applicable law will (i) not infringe any copyright, trademark or other intellectual property right, and such unaltered Content does not violate any third parties’ rights of privacy or publicity; and (ii) unaltered Content does not and will not: (y) violate any US law; (z) be defamatory or libelous; or (iii) be pornographic or obscene.
User Indemnification to Snapwire. Each User (Buyer or Contributor) agrees to defend, indemnify and hold harmless Snapwire, its affiliates, and their respective officers, directors, members, employees and agents, licensees, customers, and other Users from and against any and all claims, damages, obligations, losses, liabilities, costs and expenses (including but not limited to reasonable attorney’s fees) arising from your use of the Platform; your use of the Content in violation of the Terms of Service, together with the other Terms of Service and any applicable Content Purchase Agreement; or your violation of any third party rights, including copyright, trademark right of publicity or privacy, or other third party intellectual property right; this defense and indemnification obligation will survive the Terms of Service and your use of the Platform and the use of any Content.
Snapwire Indemnification to Buyer. Provided that Buyer is not in breach of the Terms of Service, Snapwire shall defend, indemnify, and hold Buyer harmless up to the “Limits of Liability” (as hereinafter defined) arising out of or directly connected to any actual or threatened third party lawsuit, claim, or legal proceeding for direct damages together with expenses (including reasonable outside attorney’s fees) based on Snapwire’s breach of its representations and warranties under this User Agreement. This indemnification is conditioned upon you notifying Snapwire, in writing, of any such claim or threatened claim, no later than ten (10) days from the date you know or reasonably should have known of the claim or threatened claim including all details of the claim then known to you. The notification must be emailed to Snapwire at email@example.com with a hard copy sent to Snapwire Media Inc., 3905 State Street, Suite #7-510, Santa Barbara, CA 93105-5107. Snapwire shall have the right to assume the handling, settlement or defense of any claim or litigation to which this indemnification applies. You agree to cooperate with Snapwire in the defense of any such claim and shall have the right to participate in any litigation at your own expense. Snapwire shall not be liable for any legal fees and/or other costs incurred prior to receiving complete notification of the claim as provided herein. Snapwire shall not be liable for any damages, costs or losses arising as a result of modifications made to the Content or the context in which the Content is used by you. Snapwire’s total maximum aggregate obligation and liability to any one Buyer for all claims shall be limited to Ten Thousand United States Dollars – US $10,000.00 – (the “Limits of Liability”).
Buyer’s Obligation to Mitigate Damages. Buyer agrees that upon notice from Snapwire, or upon your knowledge that any Content is subject to a threatened, potential or actual claim for which Content owner or Snapwire may be liable, you must immediately and at your own expense (a) stop using the Content; (b) delete or remove the Content and any uses of the Content from your premises, computer systems and storage (electronic or physical); and (c) ensure that your clients, partners and any entity to whom you’ve provided Content do likewise. Snapwire shall provide you with replacement Content (which shall be determined by Snapwire in its reasonable commercial judgment) free of charge, provided your use of such replacement Content will be subject to the Terms of Service.
E. Disclaimer; Limitation of Liability
Snapwire takes reasonable measures to ensure that the Platform is accessible 24 hours a day, seven days a week. We reserve the right, at our discretion, to take necessary technological, maintenance or security measures that may affect the accessibility of Service, including shut down of the Platform. We will store digital files representing Content or Briefs uploaded by a User to the Platform in the same format as uploaded, but we will not be responsible for any loss, damage or alteration of the Content that occurs during the file transfer to or from our servers.
OTHER THAN AS EXPRESSLY SET FORTH THIS AGREEMENT, THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE” AND IS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. SNAPWIRE AND ITS DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS AND CONTENT OWNERS DO NOT WARRANT THAT: (A) THE PLATFORM WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (C) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE PLATFORM IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (D) THE RESULTS OF USING THE PLATFORM WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE PLATFORM IS SOLELY AT YOUR OWN RISK. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
IN NO EVENT SHALL SNAPWIRE, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT OWNERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE PLATFORM (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), OR (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION). SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
F. Arbitration; Class Waiver
Other than as provided below, any claim, dispute, or controversy (excluding claims for injunctive or other equitable relief) arising out of, or in connection with, or relating to these Terms of Service shall be resolved by binding arbitration by a single arbitrator by the American Arbitration Association (“AAA”) under the Commercial Arbitration Rules and Supplementary Procedures for Consumer Related Disputes then in effect for the AAA, except as provided herein. The Parties agree that the location for arbitration shall be Santa Barbara, California. The award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees to the prevailing party and reasonable costs for expert and other witnesses, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall prevent either party from seeking injunctive or other equitable relief from the applicable courts for matters related to data security, intellectual property or unauthorized access to the Platform.
ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THESE TERMS OF SERVICE, YOU AND SNAPWIRE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
G. Governing Law; Venue
This User Agreement, together with the other Terms of Service and any applicable Content Purchase Agreement are governed by and construed in accordance with the laws of the State of California, without giving effect to any principles of conflicts of law AND WILL SPECIFICALLY NOT BE GOVERNED BY THE UNITED NATIONS CONVENTIONS ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS, IF OTHERWISE APPLICABLE.
Other than claims subject to arbitration above, for any action at law or in equity of, you agree to resolve any dispute you have with Snapwire exclusively in a state or federal court located in Santa Barbara or the Federal Courts in the Central District of California, as applicable and to submit to the personal jurisdiction of the courts located in Santa Barbara or Los Angeles County as applicable for the purpose of litigating all such disputes.
Entire Agreement. This User Agreement, together with the other Terms of Service and any applicable Content Purchase Agreement, sets forth the entire agreement and understanding between you and Snapwire relating to the subject matter hereof and thereof and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between you and us, written or oral, to the extent they relate in any way to the subject matter hereof and thereof. The section headings in the Terms of Service are included for ease of reference only and have no binding effect. Even though Snapwire drafted the Terms of Service, you represent that you had ample time to review and decide whether to agree to the Terms of Service. If an ambiguity or question of intent or interpretation of the Terms of Service arises, no presumption or burden of proof will arise favoring or disfavoring you or Snapwire because of the authorship of any provision of the Terms of Service.
Feedback. While we are continually working to develop and evaluate our Site, the Platforms and other features and functionalities, we pride ourselves on paying close attention to the interests, feedback, comments, and suggestions we receive from the Users. If you choose to contribute by sending us or our employees any ideas for products, services, features, modifications, enhancements, content, refinements, technologies, content offerings, promotions, strategies, or product/feature names, or any related documentation, artwork, computer code, diagrams, or other materials (collectively, “Feedback”), then regardless of what your accompanying communication may say, the following terms will apply, so that future misunderstandings can be avoided. Accordingly, by sending us Feedback, you agree that: (i) Snapwire has no obligation to review, consider, or implement your Feedback, or to return to you all or part of any Feedback for any reason; (ii) Feedback is provided on a non-confidential basis, and Snapwire is not under any obligation to keep any Feedback you send confidential or to refrain from using or disclosing it in any way; and (iii) you irrevocably grant Snapwire a perpetual and unlimited permission to reproduce, distribute, create derivative works of, modify, publicly perform (including on a through-to-the-audience basis), communicate to the public, make available, publicly display, and otherwise use and exploit the Feedback and derivatives thereof for any purpose and without restriction, free of charge and without attribution of any kind, including by making, using, selling, offering for sale, importing, and promoting commercial products and services that incorporate or embody Feedback, whether in whole or in part, and whether as provided or as modified.
Modification; Severability; Waiver. No modification or amendment to the Terms of Service will be binding upon Snapwire unless they are agreed in a written instrument signed by a duly authorized representative of Snapwire or posted on the Platform by Snapwire. Email will not constitute a written instrument as contemplated by this section. If any provision of the Terms of Service is held to be unlawful, void, or for any reason unenforceable during arbitration or by a court of competent jurisdiction, then that provision will be deemed severable from the Terms of Service and will not affect the validity and enforceability of any remaining provisions. Snapwire’s failure to insist upon or enforce strict performance of any provision of the Terms of Service will not be construed as a waiver of any provision or right. No waiver of any of the Terms of Service will be deemed a further or continuing waiver of such term or condition or any other term or condition.
Assignability. User may not assign the Terms of Service, or any of its rights or obligations hereunder, without Snapwire’s prior written consent in the form of a written instrument signed by a duly authorized representative of Snapwire. Snapwire may freely assign the Terms of Service and the other Terms of Service without User’s consent. Any attempted assignment or transfer in violation of this subsection will be null and void. Subject to the foregoing restrictions, the Terms of Service are binding upon and will inure to the benefit of the successors, heirs, and permitted assigns of the parties.
Force Majeure. The parties to the Terms of Service will not be responsible for the failure to perform, or any delay in performance of, any obligation hereunder for a reasonable period due to labor disturbances, accidents, fires, floods, telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other conditions beyond the reasonable control of such party.
Consent to Use Electronic Records. In connection with the Terms of Service, you may be entitled to receive, or we may otherwise provide, certain records from Snapwire, such as contracts, notices, and communications, in writing. To facilitate your use of the Platform, you give us permission to provide these records to you electronically instead of in paper form.