Member & Photographer Contributor Agreement

ESSENTIAL INFORMATION PLEASE READ THE FOLLOWING TERMS AND CONDITIONS. YOUR ACCEPTANCE OF THESE TERMS IS AN ABSOLUTE CONDITION OF YOUR USE OF THIS WEBSITE AND ITS PRODUCTS.

NYCPhotoNews.com maintains a website site, www.NYCPhotoNews.com ("Website"), on which registered users ("Members") can browse, purchase and license image files. Members can also elect to become content contributors ("Photographers"). Photographers may upload image files for the purpose of having  NYCPhotoNews.com  act as Photographer’s agent for licensing image rights to other users. By registering with NYCPhotoNews.com, Member agrees to the following:

1. Consent.
You must be at least 18 years of age to register with NYCPhotoNews.com. NYCPhotoNews.com may require that you provide sufficient proof that you are at least 18 years of age.

2. Member Warranties and Responsibilities.

1. Registration. Member warrants that he or she has provided NYCPhotoNews.com with accurate, complete, and current registration information at the time of registration and agrees to correct and update that information to ensure its accuracy and completeness at all times. Falsification of registration information, or failure to comply with these Terms of Service may result in loss of account, commissions, services or privileges provided by NYCPhotoNews.com.
2. Account Responsibility. All members who register with  NYCPhotoNews.com will receive a password and a master account ("Master Account"). Each member is entirely responsible for any and all activities conducted through its Master Account and any Member names associated with that Master Account. Member may permit another individual to use the Master Account subject to Member's supervision and assumption of all resulting liabilities. Member agrees to notify NYCPhotoNews.com immediately of any unauthorized use of Member's password or accounts as well as of any other breach of security that may affect NYCPhotoNews.com.
3. One Account Per Member: Members are limited to one account, unless there is a pressing business or organizational reason for having more than one account and the consent of NYCPhotoNews.com is obtained. Members may not create additional accounts for the purpose of re-using promotional codes, affiliate program referrals or other bonus offers. A Member may not use a promotional code or offer more than one time.  In addition, promotional codes and offers may not be combined.
4. Member must choose to become a Buyer or Seller. Please contact us if you wish to be both a buyer and seller.
   
5. Member Names. Upon registration as a Member of NYCPhotoNews.com, you may be asked to choose a Member name to identify yourself to other Members and NYCPhotoNews.com staff. You may not select or use a Member name of another person  or a name that violates any third party's trademark or other proprietary right, which is or may be illegal to use, which may cause confusion with respect to the person's identity or association with other entities, or which NYCPhotoNews.com deems in its discretion to be vulgar or otherwise offensive. NYCPhotoNews.com reserves the right to delete any vulgar or otherwise offensive Member name, or to require the deletion thereof.
6. Former Members. Members whose accounts have been terminated by NYCPhotoNews.com may not access NYCPhotoNews.com in any manner or for any reason without the express written permission of NYCPhotoNews.com. Active Members may not knowingly allow former Members who have been terminated to use the active Members accounts.
7. By uploading content such as image files, Member warrants that he or she is the owner of the copyright thereto.
8. By uploading content, Member warrants that the content does not depict subject matter in a manner that violates any laws or individual rights.
9. By uploading content, Member warrants that the uploading was not done with the intent to harass, threaten, embarrass or cause distress, unwanted attention, or discomfort upon another person or entity.
10. By uploading a model release or otherwise representing that subjects depicted in an image file have consented to publication for whatever purpose, Member warrants that the information is complete and accurate.

3. Image Credit Expiration and Refund Policy
Image credit purchases are non-refundable. In the event that a refund is made, there will be a $10 processing fee assessed due to costs charged  to us by the banking and credit card institutions.

Image credits expire one year after date of purchase.

4. Uploading Content and Rights for Photographers
By uploading content such as photograph image files, Member agrees to give NYCPhotoNews.com and all users the irrevocable nonexclusive royalty‑free rights to use the content for any purpose including publication, display, modification, and creation of derivative works, or products. Member also grants NYCPhotoNews.com use for any and all promotional purposes. NYCPhotoNews.com has the right to license any content up until the time Member removes the content  from the Website. Once submitted to the Image Approval Queue, Member may not remove images from site until after they have been posted for 90 days, regardless of whether the Member chooses to terminate their account. Once content is uploaded to the Image Approval Queue, Member must allow NYCPhotoNews.com the opportunity to license uses for at least 90 days.

5. Compensation.
NYCPhotoNews.com will pay Member the designated fee for Photographers described on the Website or by separate schedule for each valid download of an image file by a user. In the event that the fee described on the Website is different from that set forth in a schedule, the most current fee rate shall apply.

Photographers may request a payout when their account reaches $50 via Paypal or check. Closing your account before it reaches $50 or breaking any terms or rules of this Member agreement can result in forfeiting your earnings. Commissions are payable after a short grace period noted on the website to verify that downloads are valid. Photographers who wish to receive a check must have at least $50 in earnings.

6. Copyright.
Members retain all copyright that they own to uploaded images. Member may not upload content to which they do not own the copyrights.

7. Indemnification
Member shall indemnify, defend and hold harmless NYCPhotoNews.com, its officers, directors, employees, partners, associates, affiliates, joint venturers, agents and representatives, from any and all claims based on allegations which, if true, would constitute a breach of any of the foregoing warranties. The indemnity shall apply to any and all liabilities, losses, damages, expenses (including attorneys' fees and costs) and damages incurred by NYCPhotoNews.com as a result of such breach or breaches. NYCPhotoNews.com reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to the foregoing indemnification, without affecting Member's indemnity obligations.

8. Control of Operations

1. NYCPhotoNews.com, in its sole discretion, may remove any content uploaded to the Website including that appearing to infringe the intellectual property rights of other entities.
2. NYCPhotoNews.com reserves the right, but does not assume the responsibility, to restrict conduct which NYCPhotoNews.com deems in its discretion to be harmful to individual members, damaging to the communities that use NYCPhotoNews.com, or in violation of NYCPhotoNews.com's or any third party's rights.

9. Disclaimers

1. NYCPhotoNews.com expressly disclaims all warranties and conditions of any kind, either express or implied, including without limitation any implied warranties or conditions of merchantability, fitness for a particular purpose, non-infringement of third party rights, and those arising from a course of dealing or usage of trade.
2. NYCPhotoNews.com makes no warranty with respect to any legal advice or information regarding proper legal use of any image. Nothing on this website is intended as legal advice and NYCPhotoNews.com makes no claims or warranties as to the validity or correctness of any information that Member may assume is correct legal information or advice. Members are responsible for consulting their own attorneys to determine fitness of images for particular purposes. Member agrees to hold harmless NYCPhotoNews.com from any claims related to Member’s usage of images.
3. NYCPhotoNews.com, its licensors, and subcontractors do not warrant any connection to, compatibility with, transmission over, nor results or use of, any network connection or facilities provided (or failed to be provided) through NYCPhotoNews.com. NYCPhotoNews.com may remove any content from the Website without any liability to Member. Members are responsible for assessing their computer and transmission network needs, and the results to be obtained therefrom.
4. NYCPhotoNews.com assumes no responsibility for any actions or liabilities arising from the possession or use of images, files, or software obtained from NYCPhotoNews.com.
5. NYCPhotoNews.com makes no warranty that service will be uninterrupted, timely, secure, or error free. NYCPhotoNews.com makes no warranty as to the use or the results that may be obtained from the use of NYCPhotoNews.com.
6. NYCPhotoNews.com makes no warranty with respect to any related software or hardware used or provided by NYCPhotoNews.com. Any patent, copyright, trademark, trade secret or warranty issues, whether actual or alleged, are the direct responsibility of the manufacturer of said hardware or software product.

10. Limitation of Liability
Member acknowledges that NYCPhotoNews.com shall not have any liability for any action taken with respect to the use of content. To the fullest extent permitted by applicable law, including but not limited to, negligence, NYCPhotoNews.com shall not be liable to Member for any indirect, incidental, special or consequential damages, including, without limitation, damages or loss of business, lost profits, business interruption, loss of business information, or any other pecuniary loss, even if NYCPhotoNews.com has been advised of the possibility of such damages.  Member specifically agrees that NYCPhotoNews.com is not responsible or liable to Member or anyone else for any threatening, defamatory, obscene, offensive or illegal conduct or speech of any other party or any infringement or violation of another's rights, including intellectual property rights, rights of publicity, or rights of privacy.

11. Termination
Either you or NYCPhotoNews.com may terminate your account with NYCPhotoNews.com at any time with or without cause. Your only right with respect to any dissatisfaction with any (i) Agreement term or policy or practice of NYCPhotoNews.com in operating NYCPhotoNews.com, (ii) content available through NYCPhotoNews.com or change therein, or (iii) amount or type of fees or billing methods, or change therein, is to terminate your account with NYCPhotoNews.com by notifying NYCPhotoNews.com Member Support of your desire to terminate by e-mail. As noted above in Section 4 "Uploading Content and Rights", any photos that have been approved may not be removed from the Website prior to the espiration of 90 daysregardless of when Member chooses to terminate its  account. In the event that your account is terminated due to impermissible conduct or fraud, Member agrees that access to NYCPhotoNews.com services, accounts, and commissions shall be forfeited.

Accounts that are not accessed (logged into) for more than 2 years may be deemed terminated at the discretion of NYCPhotoNews.com.

12. Impermissible Conduct
Member may not upload content which is unlawful and agrees to use NYCPhotoNews.com only for lawful purposes. Member may not post to or use NYCPhotoNews.com to transmit sexually explicit images or other content which is deemed by NYCPhotoNews.com to be inappropriate Any conduct by Member that in NYCPhotoNews.com's sole discretion restricts or inhibits any other Member, person or entity from using or enjoying NYCPhotoNews.com or another service will not be permitted and shall give NYCPhotoNews.com the right to terminate the membership without notice. In the event that your account is terminated due to impermissible conduct or fraud, Member agrees that access to NYCPhotoNews.com services, accounts, and commissions earned may be forfeited.

13. Severability
If any term or provision of this agreement is found to be unenforceable for any reason, this agreement shall remain in full force and effect and shall be fully enforceable on its remaining terms and conditions.

14. Disputes, Attorney Fees, and Jurisdiction
This contract is governed by and shall be construed in accordance with the laws of the State of New York. The United Nations Convention on Contracts for the International Sale of Goods does not apply to or otherwise affect these TOS. You hereby consent to the personal jurisdiction of the state and federal courts located within such state. All actions, controversies and disputes arising from or relating to this agreement shall be heard and decided exclusively before the courts located within the State, County and City of New York and not elsewhere. You agree that service of process in any actions, controversies and disputes arising from or relating to these TOS may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the other party however, nothing herein shall affect the right to effect service of process in any other manner permitted by law. This agreement shall be construed neither against nor in favor of any party, but rather in accordance with the fair meaning of the language hereof. The invalidity or unenforceability of any part of this agreement shall not affect the validity or enforceability of the balance hereof.

15. Entire Agreement
You acknowledge that you have read this agreement, understand it, and agree to be bound by its terms and conditions. You further agree that it is the complete and exclusive statement of the understanding  between you and NYCPhotoNews.com.  Excluding any  NYCPhotoNews.com Special Licensing agreement(s), this agreement supersedes any proposal or prior agreement, oral or written, and any other communication between you and NYCPhotoNews.com relating to the subject matter of this agreement.

16. Revision of Agreement
NYCPhotoNews.com may revise this Agreement at any time and such revision shall be effective immediately upon the posting of the revised Agreement on the Website. You agree to review the Agreement prior to the uploading of an image to make yourself aware of such revisions. If any such revision is unacceptable to you, you may terminate your membership by notifying NYCPhotoNews.com Member Support of your desire to terminate by e-mail. Your notice of termination will be effective upon return receipt or notification by NYCPhotoNews.com.
Questions? Please contact us.