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Contributor Agreement

This Contributor Agreement (the "Agreement") is a legal agreement between you (the "Contributor" or "you") and The Middle Frame, Inc. (the "Middle Frame," "we," "our," or "us"). Please read it carefully because it explains your relationship with The Middle Frame, the rights you are granting to The Middle Frame in any photograph you license to The Middle Frame, together with any associated keywords, metadata and/or titles submitted by you to The Middle Frame (collectively, "Content"), and the uses The Middle Frame may make of the Content. This Agreement incorporates by reference our Website Terms of Service, available at www.themiddleframe.com/termsofservice, and our Privacy Policy, available at www.themiddleframe.com/privacypolicy as if fully stated herein, and also contains a binding arbitration agreement that requires arbitration of covered disputes.

When you submit Content to The Middle Frame, which Content may be accepted or rejected by The Middle Frame in its sole discretion, you accept and agree to be bound by this Agreement. If you do not agree with the terms of this Agreement, please do not contribute Content to The Middle Frame. From time to time, and in its sole discretion, The Middle Frame may modify this Agreement. Changes to the Agreement will be posted here. By submitting Content after any changes to this Agreement, you agree to be bound to this Agreement as modified.

1. LICENSE.

Contributor hereby grants The Middle Frame a non-exclusive, sublicensable, perpetual, worldwide right and license to use, reproduce, modify, prepare derivative works based upon, distribute copies of, publicly show, sell, advertise, and promote the Content, in any and all media and methods of communication and production now existing or hereafter invented or used in any manner whatsoever anywhere in the world and by any and all technologies and means of delivery whether now or hereafter known or devised.

2. RIGHTS OF PUBLICITY.

You grant The Middle Frame the worldwide, non-exclusive right to use your name, display name and Content in connection with The Middle Frame's marketing and promotional activities without the payment of any compensation to you. The Middle Frame, in the exercise of its discretion, may refrain from any or all of the foregoing, including failing to credit you as the source of the Content, without any liability to you.

3. OWNERSHIP OF CONTENT.

The title and copyright in all Content remain with the Contributor or the copyright owner, and nothing in this Agreement shall be construed as a transfer of copyright to The Middle Frame, subject to the licenses granted to The Middle Frame and The Middle Frame's sublicensees. Contributor expressly agrees that any and all "moral rights" in the Content are expressly waived and extinguished. To the extent this waiver is not permitted by applicable law, Contributor hereby agrees not to enforce such moral rights against The Middle Frame or any individuals or entities acting on behalf of The Middle Frame or permitted to receive copies of the Content pursuant to this Agreement.

4. THIRD-PARTY PERMISSIONS.

If any identifiable person or certain property, including real property and trademarks, appears in the Content, Contributor shall obtain and provide to The Middle Frame with the Content, a release, which shall be signed by each such identifiable person or his/her legal guardian, if applicable, or property owner or authorized legal representative, as the case may be (each, a "Release," collectively, the "Releases"). The Releases are available for download at www.themiddleframe.com/releaseforms. Notwithstanding the foregoing, Content designated for "Editorial Use Only" that depicts an identifiable person or certain property may be accepted for "Editorial Use Only" without a release.

5. REPRESENTATIONS AND WARRANTIES.

a. Each party represents and warrants that it has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder.

b. Contributor represents and warrants that:

i. Contributor owns all right, title and interest in and to the Content, including all copyrights and other intellectual property rights in the Content, or has the necessary rights and license to license the Content to The Middle Frame pursuant to this Agreement. If you do not have rights in the Content, you may not submit it to us;

ii. Contributor has not and will not enter into any license or contractual or other obligation that could conflict or interfere with The Middle Frame's receipt or exercise of its rights or license under this Agreement;

iii. All information Contributor provides to The Middle Frame relating to the Content and the Contributor is truthful and accurate;

iv. Unless the Content is identified "For Editorial Use Only," Contributor has secured a valid Release;

v. Contributor has obtained the Content lawfully, and the Content does not violate any law or regulation or infringe or otherwise conflict with the rights of any other person or entity; and

vi. Content designated "For Editorial Use Only" accurately shows the subject.

6. CONTRIBUTOR ACCOUNT.

Contributor shall create an account with The Middle Frame in order to submit any Content to us. The Middle Frame in its sole discretion may refuse to permit you to create an account or may close your account Contributor represents and warrants that In order to submit Content to us, We may remove Content or terminate your account at our sole discretion without prior notice

7. CONTENT AND CONTENT SUBMISSION GUIDELINES

a.Contributor agrees to refrain from submitting Content to The Middle Frame that:

i.is unlawful or encourages another party to engage in anything unlawful;

ii.contains a virus or any other similar malicious software that may damage the operation of our or another's computers;

iii.infringes upon any copyright, patent, trademark, trade secret, right of privacy, right of publicity or other right of any person or entity;

iv.is false, inaccurate, fraudulent or misleading; or

v.is libelous, defamatory, obscene, violent, inappropriate, abusing, harassing, threatening, profane, or bullying.

b.All Content shall be submitted to The Middle Frame in the following format and via the following delivery method:

  • Uploaded to the platform under the guidelines mentioned in this agreement
  • Images can be submitted in JPEG or PNG format

c.Contributor Content that contains intellectual property, including copyrights and/or trademarks, owned by third parties, cannot be submitted to The Middle Frame without a Release signed by the copyright and/or trademark owners.

d.The Middle Frame may refuse to accept Contributor Content for any reason in its sole discretion.

8. PAYMENT

a.For each unique download of Content for which The Middle Frame receives payment, The Middle Frame agrees to pay you a royalty percentage of 40% of Net Sales (defined below) by The Middle Frame (the "Royalty"). This means that you will be paid only once if a customer downloads the same Content multiple times. "Net Sales" shall mean the proceeds of the gross sales of each download less customary trade and other discounts, deductions and allowances, markdowns, and actual returns.

b.Royalties will be payable monthly, no later than thirty (30) days after the end of each month in which the license or sale was made (the "Royalty Period") and will be accompanied by a statement reflecting The Middle Frame's gross sales, total deductions, Net Sales and the amount of Royalties accrued. Notwithstanding the foregoing, there is a minimum payout rate per Royalty Period of 25 USD (the "Minimum Payment"), and Contributor shall not receive any earnings earned until the Minimum Payment amount is reached. If Contributor has not earned the Minimum Payment during a Royalty Period, Contributor's compensation will be rolled over to the next Royalty Period.

c.If The Middle Frame issues any refunds or overpays any Royalties, The Middle Frame may recoup Royalty payments made to you in connection with such refunds or overpayment.

d.Contributor is responsible for completing any necessary IRS forms to receive payment of any Royalty.

e.Once you have uploaded 5,000 images or more, The Middle Frame agrees to pay you, as a contributor, a royalty rate of 50% of the net sales.

9. CONFIDENTIALITY.

Contributor acknowledges that, in connection with this Agreement, it may gain access to information that is treated as confidential by The Middle Frame, including information about The Middle Frame's business, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as "confidential" (collectively, "Confidential Information"). Confidential Information does not include information that, at the time of disclosure: (a) is or becomes generally available to and known by the public other than as a result of, directly or indirectly, any breach of this Section by Contributor; (b) is or becomes available to Contributor on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was known by or in the possession of Contributor before being disclosed by or on behalf of The Middle Frame; or (d) was or is independently developed by Contributor without reference to or use, in whole or in part, of any of The Middle Frame's Confidential Information. Contributor shall: (i) protect and safeguard the confidentiality of The Middle Frame's Confidential Information with at least the same degree of care as Contributor would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (ii) not use The Middle Frame's Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (iii) not disclose any such Confidential Information to any person or entity.

10. INDEMNIFICATION.

Contributor agrees to defend, indemnify and hold The Middle Frame, its successors, assigns, and licensees harmless from and against any and all claims made for, or losses, liabilities and expenses, including without limitation reasonable attorneys' fees incurred, arising from or relating to the Content or your breach of this Agreement.

11. DISCLAIMER OF WARRANTIES.

CONTRIBUTOR AGREES AND ACKNOWLEDGES THAT THE MIDDLE FRAME PROVIDES ITS WEBSITE, INCLUDING CONTENT CONTAINED ON ITS WEBSITE, "AS IS" AND WITHOUT ANY WARRANTIES, EXPRESS, IMPLIED OR STATUTORY. THE MIDDLE FRAME AND OUR PARENTS, SUBSIDIARIES, OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, MANAGERS, EMPLOYEES AND SUPPLIERS, SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, ACCURACY, SUITABILITY, APPLICABILITY, MERCHANTABILITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR ANY OTHER WARRANTIES OF ANY KIND. NO ADVICE OR INFORMATION (ORAL OR WRITTEN) OBTAINED BY YOU FROM US SHALL CREATE ANY WARRANTY.

12. LIMITATION OF LIABILITY.

THE MIDDLE FRAME WILL NOT BE LIABLE TO YOU FOR ANY PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR OTHER SIMILAR DAMAGES, COSTS OR LOSSES ARISING OUT OF THIS AGREEMENT. PLEASE NOTE THAT SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR LIABILITY.

13. TERMINATION.

a.The Middle Frame may terminate this Agreement at any time without cause and without notice.

b.Contributor may terminate this Agreement upon providing us with at least ninety (90) days' written notice.

c.Upon the termination of this Agreement, all rights licensed by Contributor to The Middle Frame will revert to Contributor, and The Middle Frame shall cause to be inactivated and erased all digital copies of the Content in its control and possession and return or, at Contributor's written request, destroy, any print or other tangible copies of the images; provided, however, that: (i) The Middle Frame may retain one archived copy of the Content to respond to claims or inquiries concerning the Content.

d.Sections 3, 5, 8, 9, 10, 11, 12, 14, and 15 this Agreement shall survive the termination of this Agreement and continue in full force and effect.

14. ARBITRATION.

Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitration shall be conducted in Delaware. Within fifteen (15) days after the commencement of arbitration, you and us shall select one (1) person to act as arbitrator and the two (2) selected shall select a third arbitrator, but if the arbitrators fail to agree upon the third arbitrator within ten (10) days after their appointment, the AAA shall select the third arbitrator. Any demand for arbitration must be filed within one (1) year after such dispute, claim or cause of action arose. Arbitrators may not award consequential, special or punitive damages. Unless required by law, neither a Party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of all Parties. TO THE EXTENT PERMITTED BY APPLICABLE LAW, ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE CONTRIBUTOR CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CONTRIBUTOR.

15. AI and Machine Learning Usage

By uploading creative content to The Middle Frame platform, you grant The Middle Frame and its partners a non-exclusive, worldwide, transferable, sublicensable, and royalty-free license to use, reproduce, distribute, display, and modify the content for purposes including, but not limited to, the development, training, validation, and improvement of machine learning models and artificial intelligence systems.

This clause applies only to creative photos and explicitly excludes editorial or news photos. If you do not wish for your creative content to be used for AI-related purposes, please notify us by sending an email to hello@themiddleframe.com. We will ensure your content is excluded from such usage upon receipt of your request.

16. GENERAL TERMS

a.Entire Agreement. This Agreement constitutes the entire agreement of the parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, whether written or oral, with respect to such subject matter.

b.Relationship of the Parties. The relationship between the Contributor and The Middle Frame is that of independent contractors. Nothing contained in this Agreement will be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party will have authority to contract for or bind the other party in any manner whatsoever. Nothing in this Agreement grants you Contributor any rights to use any of The Middle Frame's trademarks.

c.Assignment. Contributor shall not assign or otherwise transfer any of its rights or any of its obligations or performance under this Agreement without the prior written approval of The Middle Frame. The Middle Frame may freely assign or otherwise transfer all or any of its rights, or delegate or otherwise transfer all or any of its obligations or performance, under this Agreement. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns.

d.Amendment and Modification; Waiver. This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by the parties. No waiver by either party of any of the provisions hereof will be effective unless expressly set forth in writing and signed by the waiving party, nor shall the waiver of any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

e.Severability. If any part of this Agreement is deemed invalid, illegal, or unenforceable in any jurisdiction it will not affect any other part of this Agreement or invalidate or render unenforceable such part in any other jurisdiction.

f.Governing Law. This Agreement will be governed by the laws of the State of Delaware, without reference to any applicable conflict of laws rules or provisions. Your and our rights and obligations are not governed by the United Nations Convention on Contracts for the International Sale of Goods.