| Section 11 |
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| 11.2 SXP Artist agreement The following is a legal agreement between a member ("You", "Provider") who provides photos and/or graphics ("Images") for the Stockxpert.com website ("Website") and the Website's owner and operator, HAAP Media Ltd. ("Stockxpert", "We") which governs the uploading of Images. By filling out an artist application form and becoming a Provider, You agree to be bound by the terms of this Agreement. If You do not agree with these terms, do not enter into this Agreement. Uploading Images / License grant Both parties acknowledge that from time to time the Provider may upload Images to the Website, and Stockxpert will screen these uploads to see if they are suitable for distribution. The policies behind this procedure are described in the Upload rules section of the Website Help page. The Provider authorizes Stockxpert to be his/her non-exclusive agent to license his/her Images to third parties on a royalty-free basis, based on the terms that can be found in the Image License Agreement, as amended from time to time. In addition, the Provider allows Stockxpert, in its sole discretion to reproduce, publish, distribute, transmit, broadcast, display, adapt, modify, enhance, crop, or create Duplicates of the Images, in any media now known or which may become known in the future, including, but not limited to, sublicensing the Images to affiliates or third parties and licensing the Images via subscription. The Provider also acknowledges that these images may be used for promotional purposes for the Website or the online gallery of the Provider. You also understand that no fee will be paid to the Provider for Images used by Stockxpert for promotional purposes, whereby no payments are paid to Stockxpert for such use. The Provider acknowledges that Stockxpert does not allow the upload of Images that infringe on any copyright, property right, privacy or publicity right, trademark or any other applicable right. You are solely responsible for the Images You upload. You warrant that You own all proprietary rights in the Image, and for Images depicting identifiable persons, that You have a valid, legal and signed Model release from those persons, which release You must upload to the Website alongside the Image. Stockxpert reserves the right to reject any Image depicting a person or person, which Image does not have a corresponding or valid Model release. We also reserve the right to remove any approved Image at any time if We believe it's defective, of poor quality or infringes on any right. Serious copyright infringement issues such as uploading Images found on other stock photography sites shall result in the immediate termination of this Agreement, the termination of your membership, and possible criminal prosecution. Commission Stockxpert agrees to pay a certain amount of commission to the Provider based on the amount of your Image downloads. The commission rates can be found on the Payment section of the Website Help page. Stockxpert reserves the right to change the commission rates without notice to you, from time to time, in its sole discretion. You shall be paid at the current rate then in effect. Your sole recourse with regarding to a change in the commission rate is to terminate this Agreement by notifying Stockxpert in writing. You acknowledge that You will be paid your earnings only after they have reached $50. Stockxpert attempts to process your payment in 3 workdays. Termination Both parties can terminate this Agreement for any reason with a written notice and proof of identity. Upon termination, Stockxpert agrees to remove your Images from the Website and to send You the remaining earnings in your balance. Stockxpert shall use reasonable efforts to have your Images removed from the Stockxpert website to also be removed from the websites of any Stockxpert affiliates (including co-branded websites) within ninety (90) days of the removal of your Images from the main Stockxpert website. Any licenses issued by Stockxpert in respect of any your Images that are later removed from the Stockxpert website will remain in full force and effect. You acknowledge that if your membership account is terminated by Stockxpert because of copyright infringement or other kinds of serious - or even malicious - acts, your earnings and download credits will be confiscated. Indemnification You agree to indemnify, defend, and hold harmless Stockxpert and its officers, employees, shareholders, directors, affiliates and suppliers against all claims, liability, damages, costs and expenses, including reasonable legal fees and expenses, arising out of or related to a breach of this Agreement, the use of the Website and the use or the inability to use any Image, your failure to abide by any restriction regarding the use of an Image, or any claim by a third party related to an Image. Warranty and Liability THE WEBSITE AND THE IMAGES ARE PROVIDED "AS IS". WE OFFER NO WARRANTY, EXPLICIT OR IMPLIED, REGARDING ANY IMAGES, THE WEBSITE, THE ACCURACY OF ANY INFORMATION, OR ANY RIGHTS OR LICENSES UNDER THIS AGREEMENT INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. STOCKXPERT DOES NOT REPRESENT OR WARRANT THAT THE WEBSITE OR THE IMAGES WILL MEET YOUR REQUIREMENTS OR THAT THEIR USE WILL BE UNINTERRUPTED OR ERROR FREE. STOCKXPERT SHALL NOT BE LIABLE TO YOU OR TO ANY OTHER PERSON OR ENTITY FOR ANY GENERAL, PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES, OR LOST PROFITS OR ANY OTHER DAMAGES, COSTS OR LOSSES ARISING OUT OF YOUR USE OF THE WEBSITE OR THE IMAGES.
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