Supplier Agreement

Last Updated: February 2013

NOTE: IF YOU HAVE ELECTED TO UPLOAD YOUR MEDIA TO THE WEBSITE ON AN EXCLUSIVE BASIS, PLEASE BE SURE TO READ THE SECTION ENTITLED "ADDENDUM FOR THE PROVISION OF EXCLUSIVE CONTENT"

This Contributor Supply Agreement governs the terms by which photographers, videographers, journalists or other media contributors provide photographic, video, textual and other media content to members of the Transterra Media community, on a non-exclusive basis through the web site located at www.transterramedia.com (the “Site). This Contributor's Supply Agreement is in addition to the Terms and Conditions applicable to the Site and to all persons providing content to or downloading content from the Site have previously entered into. In the event of any inconsistency between this Agreement, and the Terms and Conditions, the terms of this Agreement shall govern.

Background of Agreement
This is a legal agreement between any contributor intending to upload media content onto the Site (in this agreement referred to as “you” or the “Supplier”) and Transterra Media SAL (“Transterra Media”) operator of the Site. The Supplier wishes to appoint Transterra Media as its non-exclusive agent to license, sublicense and distribute Content (as defined below) produced by the Supplier on the terms and conditions set forth in this Agreement and Transterra Media's form of License Agreement (hyperlink), as such agreement may be amended from time to time or modified for certain clients consistent with the rights granted herein (the “Content License Agreement”), or any distribution partner license agreement provided that such agreement is consistent with rights granted to Transterra Media herein. For the purposes of this Agreement, “Content License Agreement” shall be deemed to include all of the Extended License options and provisions to which Supplier has opted-in using the administrative tools relating to his or her account profile on the Site.

Upon accepting the terms of this Agreement, you may make Content available to Transterra Media by following the “Upload” procedures and policies identified on the relevant portion of the Site. Each upload of Content will be governed by the terms and conditions of this Agreement, which will be confirmed by you upon each upload.

This is a fairly lengthy document, and it contains many important provisions that affect your rights and obligations. By uploading or otherwise supplying Content for any Transterra website, you agree to be bound by the terms of this Agreement. We encourage you to print a copy of the Agreement for your records.

This Agreement remains in full force and effect until terminated in accordance with its terms. If at any time the terms and conditions of this Agreement are no longer acceptable to the Supplier, you must follow the termination procedures set forth below under “Term and Termination”.

Provision of Content
The parties acknowledge that the Supplier may, from time to time, provide information, , photographs, illustrations, audio files, video files, text files, animations, flash files, and other material to Transterra Media using the Upload procedures of the Site or such other procedures as the parties may mutually agree (collectively, “Content”) together with (iii) descriptive and other information, and documents relating to such Content or otherwise required to enable Transterra Media to realize the commercial potential of the rights granted in the Content ("Descriptive Information"). Transterra Media, in its sole discretion, may determine which of such Content is suitable for posting on the Site or other means of distribution, and only such Content as it deems suitable will be considered “Accepted Content” for the purposes of applicable provisions of this Agreement.

In addition to the terms of this Agreement, the parties acknowledge that the provision of all Content is subject to the policies and procedures outlined in the Site, the terms of which are incorporated by reference into this Agreement. Any breach of the rules relating to acceptable Content outlined in the Site will be deemed to be a breach of this Agreement.

Grant of Authority
The Supplier hereby appoints Transterra Media as Supplier's non-exclusive agent and distributor to sell, license or sublicense Content to third parties within the jurisdictions of Transterra Media's business and to collect and remit funds in connection with those endeavors on the terms set forth in this Agreement. For all Content, Supplier grants Transterra Media:

i. The right to use, reproduce, distribute, redistribute, sublicense, publish, republish, upload, post, transmit, crop, package, repackage, prepare derivative works of, produce and sell media or similar media products or publicly perform or display Content to prospective licensees: (i) through the Site; (ii) through other venues owned or operated by Transterra Media or its affiliates from time to time, and (iii) through third party distributors and alliance or channel partners of Transterra Media; and

ii. The right to grant perpetual, world-wide, non-exclusive and non-transferable licenses or sub-licenses to end-users in accordance with the terms of the Content License Agreement (a current copy of which can be found here that the Supplier hereby acknowledges having reviewed and approved) as such agreement may be amended from time to time or modified for certain clients consistent with the rights granted herein or any distribution partner license agreement provided that such agreement is consistent with rights granted to Transterra Media herein.

The Parties agree that all rights, including title and copyright, in and to the uploaded Accepted Content will be retained by the Supplier, and no title or copyright is transferred or granted in any way to Transterra Media or any third party except as provided in this Agreement and any license agreements, which Transterra Media is authorized to enter into on the Supplier's behalf.

Intellectual Property Matters
The Supplier acknowledges that Transterra Media prohibits any Content or any other material that infringes on any patent, trademark, copyright, trade secret, right to privacy, right to publicity, or any other applicable law or proprietary right to be uploaded to the Site.

By uploading Content, you are warranting that you own all proprietary rights, including copyright, in and to the Content with full power to grant the rights contemplated to be provided in the Content License Agreement or distribution partner license agreements. In addition, to the extent that the Content contains images of people or persons, you represent and warrant that you have obtained as part of the Descriptive Information a valid and binding model release from all required parties that will permit the uses for such Content contemplated in the Content License Agreement (hyperlink).

The Supplier agrees that neither Transterra Media nor any of its directors, officers, employees, partners, affiliates or agents shall be liable for any damages, whether direct, indirect, consequential or incidental, arising out of the use of, or the inability to use any Content or Descriptive Information, or any error, omission or other matter respecting Content or Descriptive Information.

Compensation
Transterra Media agrees to pay at minimum 50% portion of the fees collected in respect of Accepted Content that is downloaded or otherwise purchased by end-users according to Transterra Media’s Pricing, as it may be modified from time to time. The parties acknowledge that the Pricing may differentiate among various types of Content, such as Still images, Video, Textual or other media in accordance with its terms. The Pricing is subject to change in the sole discretion of Transterra Media in the ordinary course of its business without notice by posting such changes on the Site. If at any time the Pricing Schedule is not acceptable to the Supplier, you may refrain from providing additional Content or terminate this Agreement in accordance with its terms.

If you have entered into a separate Compensation Agreement with any director, officer or employee of Transterra Media authorized to conduct contractual negotiations, the terms of the Compensation Agreement will govern this Agreement.

All purchased downloads of Accepted Content on the Site automatically and instantly generate credit that issued to the Supplier’s account profile on the Site. The Supplier may request a withdrawal of this credit at any time, at which time Transterra will endeavor to make a payment of fees in accordance with the Supplier’s payment preferences within 15 days.

In all cases, payment of fees to the Supplier will be net of: (i) applicable taxes or other withholdings required by applicable law; (ii) bad debts or other uncollectible sums; (iii) legal and other reasonable fees incurred in enforcing this Agreement or the agreements contemplated herein; (iv) where purchases or licenses are by other than the credit system, fees payable to financial institutions for the processing of any credit card, debit card, e-cheque or alternative payment method; (v) any amounts owing by the Supplier to Transterra Media under this Agreement or otherwise; (vi) any costs for transferring or otherwise sending a payment to the Supplier.

Without limiting the generality of the foregoing, Transterra Media is entitled to set-off against any amount owing to Supplier, all amounts to which Transterra Media is or may be entitled under this Agreement or otherwise at law, including withholding amounts as security for any pending or threatened claim relating to any matter which is the subject of a representation, warranty or indemnity of Supplier under this Agreement.

The parties further agree that Transterra Media shall not be required to pay royalties or fees to the Supplier if Transterra Media is restrained or otherwise prevented from using rights granted under this Agreement relating to Content because those rights are found to be an infringement or contravention of the intellectual or other property rights of a third party.

In the event Transterra Media facilitates a sale or license of Content that requires an amendment to the standard Content License Agreement to facilitate such transaction, Transterra Media shall be entitled to deduct a reasonable administration fee relating to such sale or license, in addition to its share of the revenue relating to such sale.

Passwords
You acknowledge and agree that you will be responsible for each and every access or use of the Upload portions of the Site that occurs in conjunction with your Account Name and such passwords, and that Transterra Media is authorized to accept your Account Name and password as conclusive evidence that you wish to upload Content pursuant to this Agreement. Transterra Media shall have no liability or responsibility to monitor the provision of Content under your member name and password.

Managing Content
Transterra Media has policies and processes which must be adhered to prior to Content being posted on the Site or otherwise being offered for sale or license. Notwithstanding that some qualitative standards are required to be met, Transterra Media does not and cannot review all Content uploaded to the Site and is not responsible for the content, quality, or consequences of your uploading such communications or Content. Notwithstanding the foregoing, Transterra Media reserves the right to delete, move, refuse to accept or edit any Content or Descriptive Information that it may determine, in its sole discretion, violates or may violate this Agreement, the intellectual or proprietary rights of others, any of its policies or is otherwise unacceptable in its discretion, and you hereby agree to forfeit any fees payable in respect of such Content to Transterra Media or as it may direct. Transterra Media shall have the right but not the obligation to correct any errors or omissions in any Content or Descriptive Information, as it may determine in its sole discretion. You acknowledge that any screening of Content performed by Transterra Media to determine Accepted Content is done as a courtesy only.

NOTICE: You acknowledge that the Content you provide pursuant to this Agreement that becomes Accepted Content may be purchased or licensed by members with the intention that such licensees will adhere to the terms of the Content License Agreement (hyperlink) or any distribution partner license agreement. Transterra Media cannot take responsibility for the compliance by purchasers and licensees of the terms of such agreements, and you acknowledge and agree to the possibility of Content being used in a manner that is not contemplated in this Agreement or the Content License Agreement (hyperlink) or any distribution partner license agreement. You also agree that notwithstanding any rights you may have to pursue the licensees of such Content, Transterra Media shall have no liability to you or any person claiming through you for any breach by a licensee of the terms of any agreement respecting Accepted Content. Transterra Media will use commercial efforts to assist in the protection of your intellectual property rights, at your request and expense.

Confidential Information
The Supplier acknowledges that the Confidential Information (defined below) which it obtains through the entering into of this Agreement, the use of the Site and the provision of Content constitutes valuable, confidential, proprietary information of Transterra Media and its licensors, and agrees that during the term of this Agreement and thereafter it shall not, without the express written consent of Transterra Media, use or disclose to any other person any such Confidential Information, except as specifically authorized under this Agreement.

For the purposes of this Agreement, “Confidential Information” means any and all data, information, documents, software or materials relating to the business and management of Transterra Media, its members, affiliates, licensors or licensees, that is designated as confidential or ought reasonably to be considered confidential, including but not limited to: their business model and operations, processes, products, designs, pricing, promotions, business plans, business opportunities, alliances, Content, graphics, documentation, finances, research, development, know-how, trade-secrets, training materials, personnel, identities or personal information of any kind pertaining to members, clients, methodologies, Site content belonging to others and other intellectual property.

Representations and Warranties
The Supplier hereby represents and warrants as follows:

i. The Supplier has the legal capacity and authority to enter into this Agreement, is the sole and exclusive owner of the Content, has the right to grant all of the license rights contemplated to be provided under this Agreement, and has not granted any rights or licenses to any Content or any other intellectual property or technology that would conflict with this Agreement;

ii. No portion of the Content as delivered to Transterra Media from time to time, contains any disabling mechanism or protection feature designed to prevent its use, copying or enjoyment in the manner contemplated in this Agreement, and all Content will be free of any virus, worm, lock, or other mechanism or device that may be used to modify, delete, damage or disable the Site or the Content or any other hardware or computer system, or which would otherwise render inaccessible or impair the use of the Content or the Site in any way;

iii. The Content will include all necessary Descriptive Information to enable its effective marketing on the Site, which Descriptive Information will be complete and accurate in all material respects and will not include false, misleading or inapplicable metadata intended to or which has the effect of keyword “doping” or improperly altering search results that would otherwise be applicable to such Content; and

iv. The Content delivered to Transterra Media hereunder represents original creations and expressions of subject matter, and no Content or Descriptive Information infringes any copyright, trademark, right of privacy or right of publicity or other proprietary right of any third party, or defames or casts into disrepute in any manner any third party.

You represent and warrant that you shall not: (i) license your own Content (except occasionally and then only for legitimate creative purposes); or (ii) predominately license the content of only a few contributors. You agree that you will not collude with another Transterra Media member to have that member do either of (i) or (ii) above for your benefit. In addition to any other available remedies, if you breach this paragraph Transterra Media may immediately terminate this Agreement and/or, if applicable, cancel your subscription package without any refund to you. You further agree to forfeit any royalties earned by you in connection with your misconduct.

Indemnity
You agree to indemnify, defend and hold Transterra Media and its affiliates, and their respective directors, officers, employees, shareholders, agents and licensees of Content (collectively, the “Transterra Media Parties”) harmless from and against any and all claims, liability, losses, costs and expenses (including reasonable legal fees on a solicitor and client basis) incurred by any Transterra Media Party as a result of or in connection with: (i) any use or alleged use of the Site or provision of Content under your Account Name by any person, whether or not authorized by you; (ii) or resulting from any communication made or Content uploaded under your Account Name; (iii) any breach by you of this Agreement; or (iv) any claim threatened or asserted against any Transterra Media Party to the extent such claim is based upon a contention that any of the Content used within the scope of this Agreement infringes any copyrights, trade secrets, trademarks, right of privacy or publicity, or other intellectual property rights of any third party.

Transterra Media reserves the right, at your expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with Transterra Media's defense of such claim.

The Supplier agrees that Transterra Media shall have the right to determine whether and to what extent to proceed against a licensee or other third party (an "Infringer") for any violation of the Content License Agreement, or other license agreement or alleged infringement of other rights of the Supplier. The Supplier hereby releases Transterra Media from any and all claims the Supplier might have, either directly or indirectly, arising out of or in connection with a determination by Transterra Media to proceed or not to proceed against any Infringer in any instance. Transterra Media hereby agrees that any monetary recovery it receives as a result of any legal or enforcement action taken against any such Infringer, to the extent such monies are intended to compensate Transterra Media for lost licensing fees or statutory damages, shall, after deduction of all costs and expenses incurred in gaining such recovery (including, without limitation, reasonable counsel and experts' fees and disbursements on a solicitor and client basis) incurred by or on behalf of Transterra Media in connection with such action, be divided between the Supplier and Transterra Media pursuant to the provisions of the Compensation section above. In the event Transterra Media elects not to proceed against an Infringer, the Supplier shall have the right to proceed against such Infringer for such license violation or infringing action. The Supplier hereby agrees that any monetary recovery it receives as a result of any legal action taken against any such Infringer, to the extent such monies are intended to compensate the Supplier for lost licensing fees or include statutory damages, shall, after deduction of all costs and expenses incurred in gaining such recovery (including, without limitation, reasonable counsel and experts' fees and disbursements on a solicitor and client basis), be divided between the Supplier and Transterra Media pursuant to the provisions of the Compensation section above.

Term and Termination
This Agreement is effective until terminated. You may terminate this Agreement at any time by giving thirty (30) days written notice to Transterra Media using or such other means of written notice acceptable to Transterra Media which enables confirmation of your identity and your intention to terminate. Transterra Media may also terminate this Agreement for any reason by giving you thirty (30) days notice by e-mail at the last address contained in your account information. If Transterra Media terminates your account pursuant to the Terms of Use, such termination shall be deemed to be notice of termination of this Agreement, as well.

Either party may terminate this Agreement upon written notice effective immediately upon being sent to the last address included on the Site, if the other party (i) liquidates all or substantially all of its assets, dissolves as a corporation other than through inadvertence, or otherwise ceases to do business in a material way, or (ii) makes an assignment for the benefit of creditors, or (iii) files a petition in bankruptcy, petitions or applies for a receiver or trustee for all or any substantial part of its property and such receiver or trustee is appointed, or commences, or has commenced against it, a proceeding under any bankruptcy, reorganization, readjustment of debt, dissolution, or liquidation law or statute of any jurisdiction, any of which shall remain in force for a period of thirty (30) days or more, or (iv) is adjudicated insolvent or bankrupt, or (v) is in breach of this Agreement.

In addition, Transterra Media may deem an account to be terminated and may off-set any fees or credits contained in such account against its costs of administration if there has been: (i) in the reasonable opinion of Transterra Media, any material misrepresentation made as to the capacity, identity or copyright ownership of Content or the Supplier provided hereunder; or (ii) no log-in or other activity in the account for 24 months despite reasonable commercial efforts to contact Supplier based on the information provided through the Site as part of the account profile of such Supplier.

Effect of Termination
Upon the termination of this Agreement, the grant of authority given to Transterra Media shall cease subject to the following conditions: (i) Transterra Media shall remove Accepted Content from the Site and distribution partners within thirty (30) days of the termination of this Agreement; (ii) notwithstanding termination, Transterra Media and its distribution partners shall have the right to continue licensing Accepted Content until it is removed from the Site or other sites where Accepted Content is distributed; and (iii) regardless of the expiration or termination of this Agreement, Transterra Media will continue, in accordance with this Agreement, to pay compensation due to the Supplier in respect of licenses granted to members during any transitional period, subject to any rights of set-off under this Agreement or at law.

Upon termination, Transterra Media will be entitled to retain all amounts owing to the Supplier for a period of thirty (30) days to determine any applicable rights of set-off, and shall be entitled to deduct from such amounts, a reasonable administrative fee for establishing, managing and terminating your account.

Notwithstanding any other provision in this Agreement, the termination or expiration of this Agreement shall not alter or affect the rights granted to licensees or sub-licensees by Transterra Media pursuant to this Agreement.

Termination of this Agreement shall operate without prejudice to Transterra Media's rights, defenses and limitations of liability provided under this Agreement or the Terms of Use, which rights, defenses and limitations of liability shall survive termination of this Agreement. In addition, the provisions of this Agreement relating to: Managing Content, Confidential Information, Representations and Warranties, Indemnity, Disclaimer of Warranties and all limitations of liability, shall survive termination of this Agreement and continue in full force and effect.

DISCLAIMER OF WARRANTIES
THE SITE OR SITES, INCLUDING ANY CONTENT CONTAINED THEREIN, ARE PROVIDED BY TRANSTERRA MEDIA “AS IS” WITHOUT REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. TRANSTERRA MEDIA DOES NOT REPRESENT OR WARRANT THAT THE SITE OR THE CONTENT WILL BE MADE AVAILABLE FOR SALE OR LICENSE OR THAT THEIR USE WILL BE UNINTERRUPTED OR ERROR FREE.

TRANSTERRA MEDIA DOES NOT REPRESENT OR WARRANT THAT THE SITE OR ANY CONTENT AVAILABLE FOR DOWNLOADING THROUGH THE SITE WILL BE FREE OF VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES.

LIMITATION OF LIABILITY
YOU ASSUME ALL RESPONSIBILITY AND RISK FOR USE OF THE SITE INCLUDING WITHOUT LIMITATION ANY OF THE CONTENT OR INFORMATION CONTAINED THEREIN.

IN NO EVENT SHALL TRANSTERRA MEDIA OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS, AGENTS OR LICENSEES BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF PROFITS, INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) IN CONNECTION WITH ANY CLAIM, LOSS, DAMAGE, ACTION, SUIT OR OTHER PROCEEDING ARISING UNDER OR OUT OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION THE USE OF, RELIANCE UPON, ACCESS TO, OR EXPLOITATION OF THE SITE, THE CONTENT OR ANY PART THEREOF, OR ANY RIGHTS GRANTED TO YOU HEREUNDER, EVEN IF TRANSTERRA MEDIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER THE ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE.

IN ANY EVENT, TRANSTERRA MEDIA'S TOTAL MAXIMUM AGGREGATE LIABILITY UNDER THIS AGREEMENT OR IN RESPECT OF THE USE OR EXPLOITATION OF ANY OR ALL PART OF THE SITE OR THE CONTENT IN ANY MANNER WHATSOEVER SHALL BE LIMITED TO THE FEES COLLECTED BY TRANSTERRA MEDIA FOR THE CONTENT THAT IS THE SUBJECT MATTER OF THE CLAIM, BUT IN ANY EVENT WILL NOT EXCEED ONE THOUSAND ($1,000.00) UNITED STATES DOLLARS.

SOME JURISDICTIONS DO NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, THE LIABILITY OF TRANSTERRA MEDIA OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS, AGENTS OR LICENSEES SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

Applicable law
The Site is controlled, operated and administered by Transterra Media. The Site can be accessed from all states of the United States, as well as from other countries around the world. As each of these jurisdictions has laws that may differ from the State of New York, you acknowledge and agree that this Agreement will be governed under the laws of the state of New York and the federal laws of United States of America applicable therein (without reference to conflicts of laws principles). You hereby irrevocably submit to the exclusive jurisdiction of the Courts of the State of New York, United States of America with respect to the subject matter of this Agreement. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.

You consent to service of any required notice or process upon you by registered mail or overnight courier with proof of delivery notice, addressed to the address or contact information provided by you at the time you are first granted access to the membership portions of the Site. You agree to waive any right you may have to (i) trial by jury; and (ii) to commence or participate in any class action against Transterra Media related to the Site, this Agreement or any agreements contemplated hereby.

Any and all disputes arising out of, under or in connection with this Agreement, including without limitation, its validity, interpretation, performance and breach, shall be submitted to arbitration in New York, NY, Unites States of America, pursuant to the rules of the Arbitration Act (New York State) in effect at the time arbitration is demanded.

If Transterra Media is obligated to go to court or arbitration to enforce any of its rights, or to collect any fees, you agree to reimburse Transterra Media for its legal fees, costs and disbursements if Transterra Media is successful.

General
You specifically agree and acknowledge that you have, in addition to the terms of this Agreement, and the Site Terms of Use and any other agreements which may be incorporated by reference therein, and to the extent of their incorporation in this Agreement you agree to be bound by them.

Transterra Media's failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right.

This Agreement is personal to you and is binding upon your heirs, executors and legal representatives, as the case may be, and is not assignable by you without Transterra Media's prior written consent. Transterra Media may assign this Agreement without your consent to any other party so long as such party agrees to be bound by its terms.

If all or part of any provision of this Agreement is wholly or partially unenforceable, the parties or, in the event the parties are unable to agree, a court of competent jurisdiction, shall put in place of such whole or part provision an enforceable provision or provisions, that as nearly as possible reflects the terms of the unenforceable whole or part provision.

This Agreement can be amended by the written agreement of the parties or by Transterra Media posting amendments on the Upload portion or Terms and Conditions of the Site. Continued provision of Content or failure to terminate this Agreement within thirty (30) days of posting of such amendment will be deemed to be acceptance of the amendment by the Supplier and it will be incorporated by reference into this Agreement.

The parties have requested that this Agreement and all related documents be drawn up in English.

Contact
If you have concerns relating to this Agreement, please contact legal@transterramedia.com or via telephone at +1 (234) 564-3886.

Addendum for the Provision of Exclusive Content
Transterra Media does not require that any media be supplied to the Site on an exclusive basis. However, on an individual Content item basis, the Supplier may elect to provide selected Content to Transterra Media on an Exclusive basis. This section, entitled PROVISION OF EXCLUSIVE CONTENT, of the Contributor Supply Agreement applies only to those items for which the Supplier has elected (“opted in”) to supply to Transterra Media on an Exclusive basis by checking the appropriate box on the Edit Media pages of the Site. The terms for the provision of exclusive content do not modify or nullify anything in the other sections of this Contributor Supply Agreement and are only intended to govern the distinction between “Exclusive” and “Non-Exclusive” Content and the related rights and responsibilities implied in each term.

In this Agreement, "Exclusive Content" means, as applicable to Supplier, either or both of: (i) Still Images, Video or other Motion Content and Textual Content; together in any case with (ii) descriptive and other information, documents, as the case may be (collectively, “Content”) or otherwise required to enable Transterra Media to realize the commercial potential of the rights granted in the Content ("Descriptive Information"); and shall include (1) Content that is produced as "work for hire" within the meaning of United States federal copyright legislation or is otherwise the result of a specific commission requested from the Supplier by Transterra Media for Transterra Media’s or a Client’s sole use and is not for resale or license to any other person or entity, except to the extent Supplier retains in such Content any royalty free rights of the type outlined in the Content License Agreement; (2) Any Content that you are supplying to Transterra Media and are not making available to or through any other distributor, website or other marketing, distribution, sale or licensing venue of any kind not specifically permitted herein.

Notwithstanding the definition of Exclusive Content and the exclusive license granted in this Agreement, nothing shall restrict the Supplier from (i) establishing or maintaining a personal portfolio web-site on which Exclusive Content is posted for the purposes of art display but not the sale or licensing or giving away of rights to the digital Content; or (ii) using Exclusive Content in connection with the sale by Supplier of prints, t-shirts and other merchandise where the sale or licensing or giving away of rights to the digital images or other Content beyond such merchandising use is not involved.

The Supplier will provide Exclusive Content to Transterra Media using the Upload procedures and policies of the Site or such other procedures and policies as the parties may mutually agree. Transterra Media, in its sole discretion, may determine which of such Exclusive Content is suitable for posting on the Site or other means of distribution, and only such Exclusive Content as it deems suitable will be considered "Accepted Exclusive Content" for the purposes of applicable provisions of this Agreement.

In addition to the terms of this Agreement, the parties acknowledge that Transterra Media's exclusivity program and the provision of all Exclusive Content are subject to the policies and procedures outlined in the relevant portions of the Site, the terms of which are incorporated by reference into this Agreement. Any breach of the rules relating to the exclusivity program and acceptable Exclusive Content outlined in the Site will be deemed to be a breach of this Agreement.

Grant of Authority--Exclusive Content
The Supplier hereby appoints Transterra Media as Supplier's exclusive agent and sole distributor to sell, license or sublicense Exclusive Content to third parties within the jurisdictions of Transterra Media's business, and to collect and remit funds in connection with those endeavors on the terms set forth in this Agreement. For all Exclusive Content, Supplier grants Transterra Media:

ii. The right to grant perpetual, world-wide, exclusive or non-exclusive and non-transferable licenses or sub-licenses to end-users in accordance with the terms of the Content License Agreement (current copy of which can be found here that the Supplier hereby acknowledges having reviewed and approved) as such agreement may be amended from time to time or modified for certain clients consistent with the rights granted herein or any distribution partner license agreement provided that such agreement is consistent with rights granted to Transterra Media herein.

In addition to the foregoing grant, the Supplier agrees that Transterra Media shall have exclusive rights to design marketing literature for the Exclusive Content, at its own expense, and the Supplier agrees to cooperate in that regard. No compensation shall be due to the Supplier for use of Exclusive Content for such business purposes.

The Parties agree that all rights, including title and copyright, in and to the Exclusive Content will be retained by the Supplier, and no title or copyright is transferred or granted in any way to Transterra Media or any third party except as provided in this Agreement and license agreements which Transterra Media is authorized to enter into on the Supplier's behalf.

Intellectual Property Matters-- Exclusive Content
The Supplier acknowledges that Transterra Media prohibits any Exclusive Content, Descriptive Information or any other material that infringes on any patent, trademark, copyright, trade secret, right to privacy, right to publicity, or any other applicable law or proprietary right to be uploaded to the Site.

By uploading Exclusive Content, you are warranting that you own all proprietary rights, including copyright, in and to the Exclusive Content with full power to grant the rights contemplated to be provided in the Content License Agreement or distribution partner license agreements in such Exclusive Content, and that you are not making any of the Exclusive Content available to or through any other distributor, website or other marketing, distribution, sale or licensing venue of any kind not specifically permitted herein. In addition, to the extent that the Exclusive Content contains images of people or persons, you represent and warrant that you have obtained as part of the Descriptive Information a valid and binding model release from all required parties that will permit the uses for such Exclusive Content contemplated in this Agreement and the Content License Agreement (hyperlink). You also warrant that where required by applicable law, you have also obtained a valid and binding release relating to identifiable property contained in the Exclusive Content that might sensibly lead to the identity of or be required by the owner of such property to permit the uses under the Content License Agreement.

The Supplier agrees that neither Transterra Media nor any of its directors, officers, employees, partners, affiliates or agents shall be liable for any damages, whether direct, indirect, consequential or incidental, arising out of the use of, or the inability to use any Exclusive Content or Descriptive Information, or any error, omission or other matter relating to a model or property release respecting Exclusive Content or Descriptive Information.

Acknowledgement
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND HAD AN OPPORTUNITY TO SEEK INDEPENDENT LEGAL ADVICE PRIOR TO AGREEING TO IT. IN CONSIDERATION OF TRANSTERRA MEDIA AGREEING TO PROVIDE A MEANS FOR THE SALE OR LICENSE OF YOUR ACCEPTED CONTENT, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND TRANSTERRA MEDIA, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND TRANSTERRA MEDIA RELATING TO THE SUBJECT OF THIS AGREEMENT.