Last Updated: MARCH 2017

PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY. BY ACCESSING OR USING THIS WEBSITE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS DESCRIBED HEREIN AND BY ALL TERMS, POLICIES AND GUIDELINES INCORPORATED BY REFERENCE. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT USE THIS WEBSITE.

These terms and conditions of use (“Site Terms”) apply to your use of this website (the “Site”), and do not alter in any way the terms or conditions of any other agreement you may have with Transterra Media (TTM), its subsidiaries or affiliates. By using this Site, you represent and warrant that you are over the age of 18 and are lawfully able to accept these Site Terms. If you are using the Site on behalf of any entity, you further represent and warrant that you are authorized to accept these Site Terms on such entity’s behalf, and that such entity agrees to indemnify Transterra Media for violations of these Site Terms.

Privacy Policy

We understand and respect your concern about the privacy of any information you supply while at our website. We believe that knowledge is the key to monitoring and protecting how your information is used on the Internet. This statement sets forth our Privacy Policy and describes the practice we follow with respect to all visitors to this website which is owned and operated by Transterra Media SAL. Please note that by using this Site you are agreeing to Transterra Media’s Privacy Policy, and by providing your personally identifiable information you consent to:

  1. The use of your personal information by TTM and its parent, affiliates and subsidiaries for the uses identified in section titled “Personal Information,” in accordance with this privacy policy; and
  2. The transfer of your information to servers located around the world.

Children

Children (under the age of 18) are not eligible to use this website unsupervised and we ask that children do not register for an account or submit any personal information to us. By using this website unsupervised, and/or registering for an account, you warrant that you are 18 years of age or older.

Personal Information

TTM collects certain personal information from users of this website. To create user accounts, authorized users must provide certain contact and account information such as name, email address, billing address, and phone number in order to access, license and download media. Transterra Media may use certain account information such as credit card numbers and company information of authorized users to conduct credit inquiries. TTM may use this information for the following purposes:

  1. To process orders and invoices;
  2. To maintain or update your TTM account;
  3. To send you updates about special offers, new services, special promotions, and noteworthy news and events;
  4. To fulfill the terms of a promotion or contest;
  5. To fulfill a service to you; for example, if you choose to submit content to the website, we may use your personal information to respond to your submission;
  6. To contact you in response to forms such as Contact Us or Live Chat or Forum Pages or emailed requests;
  7. To contact you about a material change to this Privacy Policy or Site Terms and Conditions of Use, if necessary;
  8. To comply with the law or in the good faith belief that such action is necessary in order to conform with the requirements of the law or to comply with legal process served on us; and
  9. To third parties as part of any corporate reorganization process, including but not limited to mergers, acquisitions, and sales of all or substantially all of our assets

TTM may also share or disclose your personally identifiable information that is collected on the website to Transterra Media’s partners and affiliated companies who are offering products or services that we believe may be of interest to you or who require your personally identifiable information for research, administrative and/or internal business purposes. These parties may use such information to contact you with an advertisement or offering related to a product or services. Except as specifically set forth in this Privacy Policy, Transterra Media does not sell, share or rent information about its customers to third parties for their marketing or promotional purposes.

Profile Information

Your profile information (such as company type and language preference) in the edit profile page is used by TTM to create personalized content, services, and advertising on the website. TTM may also profile your website activity in order to accurately track your account and provide you with TTM products and services that correspond to your interests. TTM may also compile data in aggregate form so that we may better understand the users visiting our website. For example, we may produce reports on the most popular search terms by collecting general search term data based on individual searches. Aggregate data is anonymous and does not contain any personal information that identifies a user. TTM may provide non-identifying and aggregate usage and volume statistical information from our website users to third parties for their audit, research and analytical purposes.

Automatically Collected Information

As is true of most websites, when you access and use the the TTM website, we gather certain information automatically and store it in log files. This information includes internet protocol (IP) addresses, browser type, internet service provider (ISP), referring/exit pages, operating system, date/time stamp, and clickstream data.
We use this information, which does not identify individual users, to analyze trends, to administer the website, to track users’ movements around the website and to gather demographic information about our user base as a whole.
We do link this automatically collected data to personally identifiable information. IP addresses are tied to personally identifiable information to segregate customer types for analytical purposes.

Use of Service Providers

We occasionally hire or partner with other companies to provide limited services on our behalf, such as managing and handling the processing and delivery of mailings (both email and postal), providing customer support, processing transactions, or performing statistical analysis of our services. We will provide those companies only the personal information they need to deliver the service. They are required to maintain the confidentiality of your information and are prohibited from using that information for any other purpose.

Change of Address or Contact Information

If your personally identifiable information changes, or if you no longer desire our service, you may correct, update, or delete inaccuracies in your information by making the change through your Account Settings on our website, or by emailing our Customer Support at [email protected], or by contacting us by telephone or postal mail at the contact information listed below. Your request will be processed and implemented within thirty (30) days.

Security

TTM has a number of operational functions in place to protect the confidentiality of personal information. For example, we store the personal information you provide on computer systems with limited access that are located in secured facilities. Transterra Media’s employees are trained and kept up-to-date on our security procedures. If you have any questions about the security at our website, you can send an email to [email protected].
We use encryption technologies to transmit sensitive information such as a credit card number to our servers. However, perfect security on the Internet does not exist, and Transterra Media does not warrant that its website is impenetrable or invulnerable to hackers.

Cookies

When you visit the website, TTM sends your computer a cookie, which is a small file that resides on your computer’s hard drive and contains non-personally identifiable information about the user. Cookies only identify the user’s computer. Cookies allow TTM to make its website more useful by storing information about your preferences. For example, TTM will send your computer a cookie to maintain default settings such as your language preference. You can set your browser’s options not to accept cookies, but this may prevent you from accessing all of the features of the TTM website.
TTM may use a third party to assist in managing the licensing of our images and videos. This third party may use clear GIFs, a tiny 1x1 pixel GIF or other technology, to digitally watermark our images, in both a visible and invisible manner. When you purchase a licensed image from us, the visible watermark is removed from the image. However, in certain lower resolution images, an invisible watermark may remain, allowing TTM and the third party to track certain usage of such images on the Internet.

Email

Except as set forth in this Privacy Policy, TTM does not rent, share or sell email lists to third parties for their promotional purposes. TTM may send you email to notify you about your recent order or the sale of your content or other matters; this will be sent to the email address you provide to TTM.
TTM offers its members the choice to not receive emails or updates about special benefits, promotions, or offers from TTM. If you no longer wish to receive our promotional communications, you may opt-out of receiving them by following the instructions included in each communication (e.g. following the unsubscribe instructions within the email) or you may contact us at [email protected]

Surveys, Promotions, and Contests

Participation in surveys, promotions, or contests on the website is completely voluntary and the user therefore has a choice whether or not to disclose personal information. Information requested may include contact information (such as name and shipping address), and demographic information. Contact information will be used to notify the winners and award promotional gifts prizes. Survey information will be used for the purposes of monitoring or improving the use of the website.

Discussion Threads

TTM may offer discussion threads, comment boxes or other public forums on the website. If you use TTM’s public forums, you should be aware that any personally identifiable information you submit there can be read, collected, or used by other users of these forums, and could be used to send you unsolicited messages. We are not responsible for the personally identifiable information you choose to submit in these forums.

Links

Please be aware that the website may contain links to other sites that are covered by their own privacy policies. TTM is not responsible for the privacy practices of such other sites and we encourage our users to be aware when they leave our site. We recommend that our users read the privacy statements of each and every website that collects personally identifiable information.

Changes of Transterra Media’s Online Privacy Policy

TTM reserves the right to change our online privacy policy and modify this privacy statement at any time, so please review it frequently. If we decide to make any material changes to our privacy statement, we will notify you via email or by posting a prominent notice on our website including the home page and other places we deem appropriate, at least thirty (30) days prior to implementing the change so that you are aware of what information we collect, how we use it, and under what circumstances, if any, we disclose it. You will have a choice as to whether or not we use your information in this different manner.

Legal Disclaimer

We may disclose personal information when required by law or in the good-faith belief that such action is necessary in order to conform to the edicts of the law or to comply with a legal process served on our website. If you have any questions about TTM’s Privacy Policy or concerns about personal information you have supplied to TTM, please contact TTM Customer Service at [email protected]

Ownership of the Site and its Contents

This Site is owned by TTM. Unless otherwise indicated, all of the content featured or displayed on this Site, including, but not limited to, text, graphics, data, photographic images, moving images, sound, illustrations, software, and the selection and arrangement thereof (“Transterra Media Content”), is owned by TTM, its contributors, licensors, or its third-party image and footage partners.
All elements of the Site, including TTM Content, are protected by copyright, trade dress, moral rights, trademark and other laws relating to the protection of intellectual property.

Use of Site

FOR THE PROTECTION OF TRANSTERRA MEDIA AND ITS IMAGE SOURCES AND OTHER LICENSORS, CONTENT MAY BE VISIBLY, INVISIBLY, OR ELECTRONICALLY WATERMARKED AND MAY INCLUDE THE USE OF DIGITAL RIGHTS MANAGEMENT SYSTEM TECHNOLOGY WITHIN CONTENT. SUCH TECHNOLOGY MAY PERMIT ONLINE CRAWLING OR TRACKING OF CONTENT OBTAINED FROM TRANSTERRA MEDIA AND/OR OTHER METHODS OF PROTECTING, MONITORING, OR TRACKING THE UNAUTHORIZED USE OF THE CONTENT (“RIGHTS MANAGEMENT SYSTEMS (RMS)”).

If you do not consent to TTM’s use of RMS, do not use the Site or any Content found therein. You shall not knowingly disable any such technology or tool. You may not remove any copyright or other proprietary notices contained in the Content, caption information, or any other material on this Site. Additionally, unless authorized by Transterra Media in writing, you may not:

  1. Deep link or employ software or any automatic device, technology or algorithm, to “crawl,” “scrape,” search or monitor the Site and/or retrieve or copy Content or related information;
  2. Violate the mechanical restrictions of the Site, or bypass other measures employed to prevent or limit access to the Site or Content by hacking or other means;
  3. Copy, redirect, or exploit the Site or any Content;
  4. Probe, scan, or test the vulnerability of the Site or of the network supporting the Site, or seek information on visitors to the Site or personal information of Transterra Media’s customers; or
  5. Use any device, software or routine that would interfere with the proper functioning of the Site, or any transaction conducted via the Site.

Your use of this Site and any Content shall comply with all applicable law. TTM reserves the right, in its sole discretion, to revoke your authorization to view, download and use the Content and information available on the Site at any time and for any reason, with or without notice to you of such revocation, and you agree to immediately discontinue such use upon notice from TTM. TTM may also restrict or remove Content from the Site for any reason, and you agree to immediately discontinue all use of the Content upon notification from TTM. Additionally, you are responsible for backing up your data and any Content you have licensed from the Site, and TTM provides no warranty or guarantee that Content you have licensed will be available from the Site. Unauthorized use of Content constitutes infringement of copyright and other applicable rights and shall entitle Transterra Media to exercise all rights and remedies under applicable copyright and other laws, including damages against all users and beneficiaries of the use of such Content. TTM in its sole discretion reserves the right to bill You (and You hereby agree to pay) ten (10) times the license fee for any unauthorized use, in addition to any other fees, damages and penalties Transterra Media may be entitled to under this Agreement, any applicable Transterra Media Content License Agreement and applicable law. The foregoing is not a limiting statement of TTM’ or its Content sources’ rights or remedies in connection with any unauthorized use of the Content, breach of the Agreement, or TTM Content License Agreement.

Copyright Infringement Policy

In accordance with the Digital Millennium Copyright Act (“DMCA”) and other applicable laws, TTM has adopted a policy of terminating, in appropriate circumstances and at TTM’s sole discretion, account holders who infringe the rights of TTM or any third party.

Copyright Complaints

If you believe that any material on the Site infringes upon any copyright that you own or control, you may file a notification of such infringement with our Designated Agent as set forth below:

Copyright Agent
Phone: +961 70 379 158 [email protected]

We may give notice of a claim of copyright infringement by means of a general notice on the Site, electronic mail to a user’s e-mail address, or by written communication sent by postal service to a user’s address.

Contributor Content

If you post Content to the Site, unless we indicate otherwise, you grant TTM and its affiliates a nonexclusive, royalty-free, perpetual, irrevocable and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such Contributor Content throughout the world in any media. You grant Transterra Media and its affiliates and sublicensees the right to use the name that you submit in connection with such content, if they choose. You represent and warrant that (a) you own and control all of the rights to the Contributor Content that you post or you otherwise have the right to post such Contributor Content to the Site; (b) the Contributor Content is accurate and not misleading; and (c) use and posting of the Contributor Content you supply does not violate these Site Terms and will not violate any rights of or cause injury to any person or entity.

Trademarks

Transterra Media, the Transterra Media logo, and any other product or service name or slogan contained in the Site are trademarks of TTM and its suppliers or licensors, and may not be copied, imitated or used, in whole or in part, without the prior written permission of TTM or the applicable trademark holder. You may not use metatags or any other “hidden text” utilizing “Transterra Media” or any other name, trademark or product or service name of Transterra Media without our prior written permission. In addition, the look and feel of the Site, including all page headers, custom graphics, button icons and scripts, is the service mark, trademark and/or trade dress of TTM and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned in the Site are the property of their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by us.

Limited License for Comp Usage

Conditioned on your compliance with this Agreement, Transterra Media may grant you a limited license to download Content consisting of images solely for evaluating whether you wish to purchase a license to the image according to the Transterra Media Comping File and Preview Agreement applicable to your use (“Comps”). If you are not a registered user, your Comp license covers only visibly watermarked Content, and does not entitle you to download Content which does not contain a visible watermark. You may use Comps solely for your internal evaluation and for no longer than thirty (30) days from the date of download solely to determine whether you intend to obtain a non-Comp license for the Content. You may not use a Comp image in any final materials distributed within your company or any materials distributed outside of your company or to the public or in any online or other electronic distribution system. Except for this limited, internal testing and sample use, Transterra Media grants you no other rights, and you may not copy, distribute, publish, display, sublicense, make available, or otherwise use in any way the comp outside the scope of this Agreement. To access images without a visible watermark, you must register for a Transterra Media account.

Links

You may not frame any TTM trademark, logo or other proprietary information without TTM’s express written consent.
TTM makes no claim or representation regarding, and accepts no responsibility for, directly or indirectly, the quality, content, nature or reliability of third-party websites accessible by hyperlink from the Site, or websites linking to the Site. Such sites are not under the control of Transterra Media and Transterra Media is not responsible for the contents of any linked site or any link contained in a linked site, or any review, changes or updates to such sites. TTM provides these links to you only as a convenience, and the inclusion of any link does not imply affiliation, endorsement or adoption by TTM of any site or any information contained therein. When you leave the Site, you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the Site. Your participation, correspondence or business dealings with any third party found on or through the Site, regarding the payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such third party. You agree that TTM shall not be responsible or liable for any loss, damage or other matters of any sort incurred as the result of any such dealings.

Forums & Other Interactive Services or Areas

The Site may include discussion forums or other community areas or services, including blogs, chat rooms, bulletin boards, message boards, online hosting or storage services, or other areas or services in which you or third parties create, post or store any content, messages, comments, materials or other items on the Site (“Community areas”). You are solely responsible for your use of such Community Areas and use them at your own risk. By using any Community Areas, you agree not to post, upload, transmit, distribute, store, create or otherwise publish through the Site any of the following:

  1. Any message, comment, data, information, text, music, sound, photos, graphics, video, code or other material (“Contributor Content”) that is unlawful, libelous, defamatory, obscene, pornographic, harmful to minors, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable;
  2. Contributor Content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law.
  3. Contributor Content that may infringe any patent, trademark, trade secret, copyright or other intellectual property or contract right of any party. By posting any Contributor Content, you represent and warrant that you have the lawful right to transmit, distribute and reproduce such Contributor Content;
  4. Contributor Content that impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity;
  5. Unsolicited promotions, political campaigning, advertising, junk mail, spam, chain letters, pyramid schemes or solicitations;
  6. Private information of any third party, including, without limitation, addresses, phone numbers, email addresses, Social Security numbers and credit card numbers;
  7. Viruses, corrupted data or other harmful, disruptive or destructive files.

Contributor Content that, in the sole judgment of TTM, is objectionable or which restricts or inhibits any other person from using or enjoying the Community Areas or the Site, or which adversely affects the availability of its resources to other Contributors (e.g., excessive shouting, use of all capital letters, or flooding continuous posting of repetitive text), or which may expose TTM or its users to any harm or liability of any type.

Further, you agree not to delete or revise any Contributor Content posted by any third party. TTM takes no responsibility and assumes no liability for any Contributor Content posted, stored or uploaded by you or any third party, or for any loss or damage thereto, nor is TTM liable for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography or profanity you may encounter. Your use of Community Areas is at your own risk. As a provider of interactive services, TTM is not liable for any statements, representations or Contributor Content provided by its users in any public forum, personal home page or other Interactive Area. Although TTM has no obligation to screen, edit or monitor any of the Contributor Content posted in any Interactive Area, Transterra Media reserves the right, and has absolute discretion, to remove, screen or edit any Contributor Content posted or stored on the Site at any time and for any reason without notice. You are solely responsible for creating backup copies of and replacing any Contributor Content you post or store on the Site at your sole cost and expense. Any use of the Community Areas or other portions of the Site in violation of the foregoing violates these Site Terms and may result in, among other things, termination or suspension of your rights to use the Community Areas and/or the Site. You acknowledge and agree that TTM may access, use or disclose any information about you or your use of this Site, including without limitation any Contributor Content to comply with the law or any legal process; protect and defend the rights or property of Transterra Media; or to protect the safety of our company, employees, customers or the public.

If you post Content to the Site, unless we indicate otherwise, you grant TTM and its affiliates a nonexclusive, royalty-free, perpetual, irrevocable and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such Contributor Content throughout the world in any media. You grant Transterra Media and its affiliates and sublicensees the right to use the name that you submit in connection with such content, if they choose. You represent and warrant that (a) you own and control all of the rights to the Contributor Content that you post or you otherwise have the right to post such Contributor Content to the Site; (b) the Contributor Content is accurate and not misleading; and (c) use and posting of the Contributor Content you supply does not violate these Site Terms and will not violate any rights of or cause injury to any person or entity.

Registration Data and Account Security

In consideration of your use of the Site, you agree to: (a) provide accurate, current and complete information about you as may be prompted by any registration forms on the Site (“Registration Data”); (b) maintain and promptly update the Registration Data, and any other information you provide to Company, to keep it accurate, current and complete; (c) maintain the security of your password and identification; (d) notify Transterra Media immediately of any unauthorized use of your account or other breach of security; (e) accept all responsibility for any and all activities that occur under your account; and (f) accept all risks of unauthorized access to the Registration Data and any other information you provide to Company.

User Acknowledgements

You acknowledge and agree that inherent in the procurement, compiling, collecting, interpreting, reporting, communicating, delivering and inputting digitally of the Content, there will be a degree of error which cannot be avoided even with standards of quality control which exceed industry standards. You further acknowledge that Third Party Content and User Content are provided by third parties and that TTM cannot control such Content.
The following constitute violations of this Agreement and may result in immediate termination or suspension of your account:

  1. Any use of the Site or any Content for illegal purposes, or in support of illegal activities. TTM reserves the right to cooperate with legal authorities and/or injured third parties in the investigation of any suspected crime or civil wrongdoing;
  2. Harming, or attempt to harm, minors in any way, including, but not limited to child pornography;
  3. Transmitting any material (by e-mail, uploading, posting or otherwise) that threatens or encourages bodily harm or destruction of property, or that harasses another;
  4. Making commercial use of any Community Areas, including offering to sell or selling goods or services via the forum,
  5. Making fraudulent offers to sell or buy products, items, or services (including Content), or to advance any type of financial scam such as “pyramid schemes,” “ponzi schemes,” and “chain letters”;
  6. Adding, removing or modifying identifying network header information in an effort to deceive or mislead, or attempting to impersonate any person by using forged headers or other identifying information;
  7. Transmitting any unsolicited commercial or unsolicited bulk e-mail, or malicious intent to impede another person’s use of electronic mail services or news, or forging any message header, in part or whole, of any electronic transmission, originating or passing through the TTM service;
  8. Accessing, or to attempt to access, the accounts of others, or to penetrate, or attempt to penetrate, security measures of TTM’ or another entity’s computer software or hardware, electronic communications system, or telecommunications system, whether or not the intrusion results in the corruption or loss of data;
  9. Transmitting any material (by e-mail, uploading, posting or otherwise) that infringes any copyright, trademark, patent, trade secret or other proprietary rights of any third party, including, but not limited to, the unauthorized copying of copyrighted material, the digitization and distribution of photographs from magazines, books, or other copyrighted sources, and the unauthorized transmittal of copyrighted software;
  10. Collecting, or attempt to collect, personal information about third parties without their knowledge or consent in violation of any applicable statute or ordinance;
  11. Any activity that affects the ability of other people or systems to use TTM Services or the Internet. This includes “denial of service” (DOS) attacks against another network host or individual user. Interference with or disruption of other network users, services or equipment is prohibited;
  12. Any knowing misrepresentation or misleading statement, writing or activity made with the intent that the person receiving it will act upon it;
  13. Intentional distributions of software that attempts to and/or causes damage, harassment, or annoyance to persons, data, and/or computer systems, or use of software or any device that would facilitate a continued connection, i.e. pinging, while using TTM services;
  14. Reselling or giving away free access to TTM services or resources.

Restricted Access

You agree that you will not attempt to enter restricted areas of TTM’ computer system or perform functions that you are not authorized to perform pursuant to this Agreement. TTM may, without notice, temporarily or permanently suspend your access to the Site and the Content by deactivating your account or password if TTM reasonably suspects that you are using the account or password to obtain unauthorized access to TTM’ other systems or information, or are using the account or password in any other inappropriate manner. These suspensions will be for a period of time necessary to permit the thorough investigation of such suspended activity. TTM may terminate this Agreement immediately without notice if it is determined that you have undertaken such unauthorized activity or if such unusual activity cannot be reasonably explained.

Financial Disclosures

Forward-Looking Statements. This Site, and any documents issued by TTM and available through this Site, may contain statements which constitute forward-looking statements. Those statements can be identified by the use of words such as “believe,” “expect,” “plan,” “may,” “will,” “should,” “anticipate” or similar statements or the negative of these words. Forward-looking statements include statements made as to future operations, costs, capital expenditures, cash flow, improvements in infrastructure, distribution and replenishment systems and operating efficiencies, sales and earnings estimates or trends and expansion plans and projections. These forward-looking statements are based on our current expectations. Known and unknown internal and external risks and uncertainties may cause the actual results to be materially different from those expressed in or implied by the forward-looking statements. The information contained in the most recent TTM Annual Reports to stockholders, as well as other information included under the caption “Risk Factors” and/or identifies important factors that could cause actual results to differ from those contemplated by forward-looking statements. TTM undertakes no obligation to update forward-looking statements to reflect events or circumstances that occur after the date the statements were made.

Press Releases

The information contained within press releases issued by TTM should not be deemed accurate or current except as of the date the release was posted. TTM has no intention of updating, and specifically disclaims any duty to update, the information in the press releases. To the extent any information therein is forward-looking, it is intended to fit within the safe harbor for forward-looking statements, and is subject to material risk.

Third-Party Financial Information

TTM may provide links to third-party websites or services that contain financial or investment information about TTM. Access to such websites and the information contained therein is provided as service to those interested in the information. TTM neither regularly monitors nor has control over the content of third parties’ statements or websites. Accordingly, TTM does not endorse or adopt these websites or any information contained therein, including, without limitation, analyst’s reports and stock quotes. TTM makes no representations or warranties whatsoever regarding the accuracy or completeness of the content, information, or opinions of third-party websites or other third-party information that is identified on the Site. Contributors visit these websites and use the information contained therein at their own risk.

Indemnification

You agree to defend, indemnify and hold harmless TTM, its subsidiaries, affiliates, licensors, employees, agents, third party information providers and independent contractors against any claims, damages, costs, liabilities and expenses (including, but not limited to, reasonable attorneys’ fees) arising out of or related to any Contributor Content that you post, store or otherwise transmit on or through the Site, your conduct, your use or inability to use the Site, your breach or alleged breach of the Site Terms or of any representation or warranty contained herein, your unauthorized use of the TTM Content, or your violation of any rights of another.

Disclaimer

THIS SITE AND TTM CONTENT ARE PROVIDED “AS IS” AND TTM AND ITS DIRECTORS, EMPLOYEES, CONTENT PROVIDERS, AGENTS AND AFFILIATES EXCLUDE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE. TTM WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THIS SITE OR TRANSTERRA MEDIA CONTENT, OR THE UN- AVAILABILITY OF THE SAME, INCLUDING, BUT NOT LIMITED TO LOST PROFITS, AND DIRECT, INDIRECT, INCIDENTAL, PUNITIVE AND CONSEQUENTIAL DAMAGES. THE FUNCTIONS EMBODIED ON OR IN THE MATERIALS OF THIS SITE ARE NOT WARRANTED TO BE UNINTERRUPTED OR WITHOUT ERROR. YOU, NOT TTM, ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION DUE TO YOUR USE OF THIS SITE OR TTM CONTENT. WE MAKE NO WARRANTY THAT THE SITE OR TTM CONTENT IS FREE FROM INFECTION BY VIRUSES OR ANYTHING ELSE THAT HAS CONTAMINATING OR DESTRUCTIVE PROPERTIES.

TTM uses reasonable efforts to ensure the accuracy, correctness and reliability of the TTM Content, but we make no representations or warranties as to the TTM Content’s accuracy, correctness or reliability.
TTM offers a search feature within the Site. TTM explicitly disclaims any responsibility for the content or availability of information contained in our search index or directory. TTM also disclaims any responsibility for the completeness or accuracy of any directory or search result. Some countries do not permit the exclusion or limitation of implied warranties or liability for certain categories of damages. Therefore, some or all of the limitations above may not apply to you to the extent they are prohibited or superseded by national provisions.

Limitation of Liability

IN NO EVENT SHALL TRANSTERRA MEDIA, ITS DIRECTORS, MEMBERS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SITE, THE SERVICES, THE TRANSTERRA MEDIA CONTENT OR THE MATERIALS CONTAINED IN OR ACCESSED THROUGH THE SITE, INCLUDING WITHOUT LIMITATION ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE BY USER ON ANY INFORMATION OBTAINED FROM TRANSTERRA MEDIA, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO TRANSTERRA MEDIA’S RECORDS, PROGRAMS OR SERVICES. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF TRANSTERRA MEDIA, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF THE SITE EXCEED ANY COMPENSATION YOU PAY, IF ANY, TRANSTERRA MEDIA FOR ACCESS TO OR USE OF THE SITE.

Applicable Law and Venue

Any dispute regarding this Agreement shall be governed by applicable United States Federal law. The parties agree to accept the exclusive jurisdiction of the state and federal courts located in New York, USA, regardless of conflicts of laws. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly disclaimed. In any dispute between TTM and you, TTM shall be entitled to recover its reasonable attorneys’ fees, legal expert fees, and other legal expenses from you.

Termination

Notwithstanding any of these Site Terms, TTM reserves the right, without notice and in its sole discretion, to terminate your account and/or to block your use of the Site.

Miscellaneous Provisions

Any waiver of any provision of the Site Terms will be effective only if in writing and signed by TTM. If any clause in these Site Terms is found to be unenforceable, wherever possible this will not affect any other clause and each will remain in full force and effect. Any rights not expressly granted herein are reserved.

Changes to Site Terms

TTM reserves the right to change any of the terms and conditions contained in the Site Terms or any policy or guideline of the Site, at any time and in its sole discretion. When we make changes, we will revise the “last updated” date at the top of the Site Terms. Any changes will be effective immediately upon posting on the Site. Your continued use of the Site following the posting of changes will constitute your acceptance of such changes. We encourage you to review the Site Terms whenever you visit one of our websites.

International Users

The Site can be accessed from countries around the world and may contain references to Content, including products and services, that are not available in your country. These references do not imply that TTM intends to market, promote, or distribute such Content, including products and services, in your country. If you access the Site from a location outside the United States, you are responsible for compliance with all local laws.

Last Updated: MARCH 2017

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 TTM community, on a non-exclusive basis through the website 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 TTM 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 TTM’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 TTM 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 TTM 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 TTM 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”). TTM, 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 TTM as Supplier’s non-exclusive agent and distributor to sell, license or sublicense Content to third parties within the jurisdictions of TTM’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 TTM:

  1. 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 TTM or its affiliates from time to time, and (iii) through third party distributors and alliance or channel partners of TTM; and
  2. 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 TTM 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 TTM or any third party except as provided in this Agreement and any license agreements, which TTM is authorized to enter into on the Supplier’s behalf.

Intellectual Property Matters

The Supplier acknowledges that TTM 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 TTM 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

TTM 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 TTM’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.

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, TTM is entitled to set-off against any amount owing to Supplier, all amounts to which TTM 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 TTM shall not be required to pay royalties or fees to the Supplier if TTM 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 TTM facilitates a sale or license of Content that requires an amendment to the standard Content License Agreement to facilitate such transaction, TTM 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 TTM is authorized to accept your Account Name and password as conclusive evidence that you wish to upload Content pursuant to this Agreement. TTM shall have no liability or responsibility to monitor the provision of Content under your member name and password.

Managing Content

TTM 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, TTM 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, TTM 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 TTM or as it may direct. TTM 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 TTM 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. TTM 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, TTM 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. TTM 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 TTM and its licensors, and agrees that during the term of this Agreement and thereafter it shall not, without the express written consent of TTM, 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 TTM, 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:

  1. 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;
  2. No portion of the Content as delivered to TTM 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;
  3. 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
  4. The Content delivered to TTM 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 TTM 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 TTM 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 TTM 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.

TTM 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 TTM 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 TTM to proceed or not to proceed against any Infringer in any instance. TTM 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 TTM 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 TTM pursuant to the provisions of the Compensation section above. In the event TTM 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 TTM 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 TTM using or such other means of written notice acceptable to TTM 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 TTM 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 TTM shall cease subject to the following conditions: (i) TTM shall remove Accepted Content from the Site and distribution partners within thirty (30) days of the termination of this Agreement; (ii) notwithstand- ing termination, TTM 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, TTM 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, TTM 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 TTM pursuant to this Agreement.

Termination of this Agreement shall operate without prejudice to TTM’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 TTM “AS IS” WITHOUT REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, EITHER EX- PRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PUR- POSE. TTM 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. TTM 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 TTM 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 TTM 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, TTM’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 TTM 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 TTM 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 TTM. The Site can be accessed from all countries around the world. As each of these jurisdictions has laws that may differ from the Country of Lebanon, you acknowledge and agree that this Agreement will be governed under the laws of the country of Lebanon applicable therein (without reference to conflicts of laws principles). You hereby irrevocably submit to the exclusive jurisdiction of the Courts of the Country of Lebanon 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 TTM 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 Beirut, Lebanon. If TTM is obligated to go to court or arbitration to enforce any of its rights, or to collect any fees, you agree to reimburse TTM for its legal fees, costs and disbursements if TTM 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.

TTM’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 TTM’s prior written consent. TTM 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 TTM 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.

Addendum for the Provision of Exclusive Content

TTM 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 TTM 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 TTM 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 TTM 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 TTM for TTM’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 website 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 TTM using the Upload procedures and policies of the Site or such other procedures and policies as the parties may mutually agree. TTM, 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 TTM’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 TTM as Supplier’s exclusive agent and sole distributor to sell, license or sublicense Exclusive Content to third parties within the jurisdictions of TTM’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:

  1. 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 TTM or its affiliates from time to time, and (iii) through third party distributors and alliance or channel partners of TTM; and
  2. 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 TTM herein.

In addition to the foregoing grant, the Supplier agrees that TTM 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 TTM or any third party except as provided in this Agreement and license agreements which TTM is authorized to enter into on the Supplier’s behalf.

Intellectual Property Matters-Exclusive Content

The Supplier acknowledges that TTM 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 TTM 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 TTM, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND TTM RELATING TO THE SUBJECT OF THIS AGREEMENT.

Last Updated: MARCH 2017

TRANSTERRA MEDIA SAL (TTM) is a Lebanese Company duly Registered at the Register of Commerce of Beirut under the number /1805091.

PLEASE READ THIS AGREEMENT CAREFULLY. THE FOLLOWING TERMS AND CONDITIONS, THE CONTENT-SPECIFIC INVOICE OR RECEIPT (“INVOICE”) AND THE CONTENT-SPECIFIC ONLINE PAGE(S) LOCATED AT WWW.TRANSTERRAMEDIA.COM (“SPECIFIC CONTENT WEB PAGE”) APPLICABLE TO THE LICENSED CONTENT (IF ANY), COLLECTIVELY GOVERN YOUR ACCESS AND USE OF ALL MATERIAL, IMAGES, FOOTAGE, AUDIO CLIPS AND ARTICLES (COLLECTIVELY, “CONTENT“) AVAILABLE FROM TRANSTERRA MEDIA, AND CONSTITUTE A BINDING AGREEMENT (“AGREEMENT”) BETWEEN YOU AND TTM CORPORATION. THIS AGREEMENT APPLIES TO LICENSES ISSUED VIA THE WEB AND VIA SALES REPRESENTATIVES, AND IS APPLICABLE TO ONLINE, DIGITAL AND ANALOG (PHYSICAL) DELIVERY OF LICENSED CONTENT. BY OBTAINING, USING OR PAYING FOR ANY CONTENT FROM TTM, YOU AGREE TO BE BOUND BY AND COMPLY WITH ALL OF THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE WITH ANY OF THE APPLICABLE TERMS, DO NOT OBTAIN OR USE ANY CONTENT FROM TTM.

Definitions

All capitalized terms shall have the meaning set forth in the Section herein (entitled “Defined Terms”) and elsewhere in these terms and conditions.

Background of Agreement

This is a fairly lengthy document, and it contains many important provisions that affect your rights and obligations. By obtaining, using or paying for any content from Transterra Media, or otherwise signifying your acceptance, you accept this Agreement either for yourself or on behalf of your employer or the entity that is identified as the buyer account holder, and agree to be bound by its provisions. If you are accepting on behalf of your employer or the entity that is the buyer account holder, you represent and warrant that you have full legal authority to bind your employer or such other entity. If you do not have such authority or you do not accept or agree with these terms, do not accept the Agreement and do not download the Content.

In this Agreement: (i) “you” or the “Client” means you or, if you are accepting on behalf of your employer or member account entity, then “you” means that employer or entity and affiliates; (ii) “Transterra Media” or “we” means Transterra Media SAL., operator of the Site; and (iii) “Content” means any photographic, video, article and other media content generated optically, electronically, digitally or by any other means or in any media together with any accompanying material.

License Grant

  1. Generally: Any and all licenses granted by Transterra Media are conditioned upon (i) Your compliance with all provisions of this Agreement, and (ii) Transterra Media’ receipt of full payment by You as identified in the applicable Invoice. Any and all license(s) granted to You hereunder and Your right to use the Content shall immediately terminate upon Your failure to comply with any provision of this Agreement or to make full payment when due, in which case Transterra Media shall be entitled to pursue all other remedies available under copyright and other laws.
  2. Rights Managed Content: Subject to the terms and conditions of this Agreement, and excluding the rights granted in Section 3(c) and 3(d) below, Transterra Media grants You a limited, non-exclusive right to use the Rights Managed Content licensed hereunder to create and exploit the End Use solely as specified in the Invoice, and expressly as limited in the Specific Content Web Pages and the terms and conditions herein. Transterra Media reserves all rights not specifically granted in this Agreement. Unless otherwise stated in the Invoice, the license granted hereunder for the applicable Rights Managed Content allows You to use the Rights Managed Content obtained hereunder for the period of time specified on the invoice. The time period begins on the date the applicable Invoice is issued. Except where specifi- cally permitted on the Invoice for the applicable Content, You may not distribute, publish, display or otherwise use in any way, the Rights Managed Content, including without limitation the End Use after the Term.
  3. Comps: Subject to the terms and conditions of this Agreement (including any applicable Invoices and Specific Content Web Pages) Transterra Media grants You the right to use Comps solely for Your internal evaluation to determine whether You intend to obtain a non-Comp license for the Content. You may not use Comps in any manner except for internal evaluation of the applicable Content to determine whether You wish to apply for a license for Rights Managed Content. Unless otherwise stated in the applicable Invoice, the Term of the Comps license is thirty (30) days from the date of download or receipt. You may not copy, distribute, publish, display or otherwise use in any way the Comps after the Term without obtaining an appropriate Rights Managed Content license for that Content. If You do not obtain such a license, upon expiration of the Term, You must destroy all copies of the Comps Content.
  4. Who May Use the Content: The licenses granted under this Section 3 are limited and are non-transferable and non-sublicensable, unless otherwise specified on the applicable Invoice. Only You may use the Content and the End Use must be solely for Your own use. Your employees and contractors (if any) may use the Content as necessary to create the End Use as provided herein, provided that each such employee or contractor has agreed to comply with the terms hereof, and further provided that You remain jointly and severally liable for any breach of the terms of this Agreement by such employee(s) and/or contractor(s). Except as may otherwise be specifically stated herein, and except insofar as it has been incorporated by You into the permitted End Use, You may not sell, rent, loan, give, sublicense or otherwise transfer to anyone the Content or any right to reproduce the Content.

Ownership and Intellectual Property

Transterra Media and its Content providers retain all right, title, and interest in and to all of the copyrights, patent rights, trademarks, trade secrets, and all other proprietary rights in the Content. No rights in any Content are granted except the limited licenses specified in this Agreement. Any right, title or interest arising in any compilation or derivative work created using any Content shall not entitle You to use any Content except as permitted hereunder. You do not acquire any copyright ownership or equivalent rights in or to any Content or any other property of Transterra Media or its Content sources as a result of any license Transterra Media grants to You. You hereby allow Transterra Media to use without charge Your End Use in displays and presentations for Transterra Media’ marketing purposes, solely to demonstrate how You have used the Content.

Limited Warranty and Disclaimer

  1. TTM warrants that (subject to the restrictions and limitations contained in this Agreement): (i) subject to Section 10 below, the Content, as provided hereunder, and when used as authorized in this Agreement, will not infringe any copyright, trademark, moral right, right of pri- vacy or right of publicity, or any other intellectual property right of any third party, (ii) it has sufficient rights to enter into this Agreement and grant You the rights provided herein; and (iii) the digital copy of the Content provided by Transterra Media to You will be free from defects in material and workmanship (but not visual artifacts inherent in the original Content) for ninety (90) days following delivery. TTM will, as Your exclusive remedy for Your inability to use any Content as the result of such material and workmanship defects, provide You with a replacement of the digital copy of such Content or, in TTM’ sole discretion, refund any fee actually paid by You to TTM, provided You have not made any use the Content. Except as may be provided in this Section 5(a), while TTM makes efforts to use accurate caption information, TTM does not warrant that such information is accurate. TTM provides You with its online system on an “as is” basis without warranty of any kind, including warranty of continued access or availability or against interruption of service.
  2. TTM makes no warranties, nor shall TTM be liable, for any claims related to or arising from Your use of Content which: (i) has been modified by You, (ii) has been combined by You with other Content, products, text, content or materials, or (iii) TTM has otherwise notified You not to use prior to the beginning of the Term of the license for the applicable Content. EXCEPT AS MAY BE OTHERWISE EXPRESSLY STATED IN THIS AGREEMENT, TTM, ON BEHALF OF ITSELF AND ITS CONTENT SOURCES MAKES NO OTHER WARRANTY, EXPRESS, IMPLIED OR STATUTORY REGARDING ANY CONTENT, ITS ONLINE SYSTEMS, OR ANY RIGHTS OR LICENSES UNDER THIS AGREEMENT INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Limitation of Liability

EXCEPT FOR ANY LIABILITY WHICH CANNOT BY LAW BE EXCLUDED OR LIMITED, NEITHER TTM NOR ANY TTM SUBSIDIARY, SUCCESSOR, PREDECESSOR, PARENT, JOINT VENTURE, AFFILIATE, OFFICER, DIRECTOR, EMPLOYEE, CONTRACTOR, CONTENT SOURCE, LICENSOR OR LICENSEE SHALL BE LIABLE TO YOU OR ANY OTHER THIRD PARTY CLAIMING THROUGH YOU FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, STATUTORY OR CONSEQUENTIAL DAMAGES ARISING OUT OF, OR RELATING TO THIS AGREEMENT AND/OR YOUR USE OR INABILITY TO USE THE CONTENT, WHETHER FRAMED AS A BREACH OF WARRANTY OF MERCHANTABILITY, TITLE, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE, IN TORT, CONTRACT, FAILURE OF ESSENTIAL PURPOSE, OR OTHERWISE. IN NO EVENT SHALL TRANSTERRA MEDIA’ OR ANY ITS SUBSIDIARIES’, SUCCESSORS’, PREDECESSORS’, PARENTS’, JOINT VENTURES’, AFFILIATES’, OFFICERS’, DIRECTORS’, EMPLOYEES’, CONTRACTORS’, CONTENT SOURCES’, LICENSORS’, OR LICENSEES’ TOTAL AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY CLAIMING THROUGH YOU ARISING FROM THIS AGREEMENT, ITS TERMINATION OR EXPIRATION, AND/OR YOUR USE OF ANY CONTENT PROVIDED HEREUNDER, SHALL EXCEED TEN (10) TIMES THE MONETARY AMOUNT ACTUALLY RECEIVED BY TRANSTERRA MEDIA FOR THE USE OF THE APPLICABLE CONTENT. THE FOREGOING LIMITATIONS ARE APPLICABLE NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE.

Alterations to Editorial Content

Special ethical considerations apply to editorial, and news Content. When using such Content, You are solely responsible for, and shall indemnify TTM for any claims related to or arising from any modifications to or alterations of the Content (except for standard color correction or minor cropping for space limitations) or to the caption information. Notwithstanding the preceding sentence, under no circumstances may You alter or modify in any way (except for standard color correction or minor cropping for space limitations) any Content designated as originating from or credited to the content sources at the time the applicable license is granted.

Your Indemnification of Transterra Media

You agree to indemnify and hold harmless TTM and its Content sources, officers, directors, employees, contractors, subsidiaries, joint ventures, licensors and licensees against all claims (including, without limitation, claims by third parties), liability, damages (including punitive damages), judgments, settlements, costs and expenses, including reasonable legal fees and expenses, arising out of or related to (i) Your breach of any terms, conditions or restrictions of this Agreement (including the terms, conditions and restrictions identified on the Invoice(s) and Specific Content Web Pages), (ii) Your use or modification of any Content, or combination of any Content, with any text or other content, (iii) Your failure to obtain from third parties all permissions necessary to use the Content, (iv) Content which TTM has otherwise notified You not to license or otherwise use prior to the beginning of the Term of the license for such Content; and (v) any act or failure to act by You or any of Your employees, contractors, employers, agents, clients, principals, or users.

Transterra Media’ Indemnification of You

TTM agrees to indemnify and hold You harmless against all claims, liability, damages (except punitive damages), costs and expenses, including reasonable legal fees and expenses, awarded against You arising out of or related to Transterra Media’ breach of the warranties to You as provided under Section 5 above. Notwithstanding the preceding, TTM shall have no obligation under this Section 9 unless You provide Transterra Media with written notice within ten (10) days of Your receipt of any claim subject to indemnity and the right to defend or control the defense of such claim and shall not, in any case, have any obligation with respect to any claims covered under Section 8 above.

Releases and Clearances

Content may contain listed restrictions (either on the Invoice or the Specific Content Web Page), including, without limitation, restrictions as to time, manner, industry and territory of use, and required pre-approval by a depicted person or their representative. Your ability to access Content does not entitle You to use that Content. Except as may be specifically stated in the Invoice or the Specific Content Web Page applicable to the licensed Content, the rights TTM grants to You do not include a license to, and TTM makes no representations or warranties that it owns or licenses any rights related to or in any persons, places, property (real, personal or of any other kind) or subject matter depicted in any Content. All Content may be subject to copyrights, trademarks, rights of publicity, moral rights, property rights or other rights belonging to another party. You are solely responsible for determining whether Your use of any Content requires the consent of any other party or the license of any additional rights, and You should not rely solely on the information provided by TTM. You are solely responsible for obtaining any and all releases and clearances as may be required, including without limitation (a) rights from any representative guild, union, professional organization, or other authorized representative; and (b) if any music is included in the Content, master use, synchronization and performance licenses from the copyright proprietors of the applicable master recording(s) and composition(s) and such other persons, firms or associations, societies or corporations as may own or control the performing rights thereto. If You are unsure whether additional rights are needed for Your use, You are responsible for consulting with competent legal counsel. No employee or representative of TTM may make, and You shall not rely upon, any representations or warranties other than those stated herein.

Unauthorized Uses

  1. Content may be cropped, provided that the editorial integrity of the Content is not compromised, but shall not, under any circumstances, otherwise be rotated, altered, changed or tampered with, either manually or electronically, without Transterra Media’s prior written permission.
  2. While efforts have been made to correctly caption the subject matter of, and to provide other information (including metadata) related to, the Content, TTM makes no warranties as to the accuracy of such information. (c) Pornographic, defamatory or otherwise unlawful use of Content is strictly prohibited, whether directly or in context or juxtaposition with other material or subject matter.
  3. You shall also comply with any applicable regulations and/or industry codes.
  4. Content shall not be incorporated into a logo, corporate ID, trademark or service mark, without obtaining the prior written consent of TTM.
  5. You may not make the Content available in any medium in a manner intended to allow or invite a third party to download, extract or access the Content as a standalone file, such as for a screensaver.
  6. Unless otherwise specified in the Releases and Clearances, You may not, directly or indirectly, reproduce the Content in any secondary reproductions, such as compilations, screen shots, in-context promotions or on file-sharing or social networking websites such as YouTube, Facebook, MySpace, Bebo, etc.
  7. Content shall not be used contrary to the Releases and Clearances.

Payment/Reporting

You hereby agree to and are required to pay TTM for all Content that You obtain under the terms of this Agreement, regardless of whether You use the Content (except as may be provided in Section 15 below entitled “Cancellation/Termination”). This may, as set forth in the applicable Invoice, include an obligation to pay TTM a use based royalty and to submit an accounting or other records verifying Your use of the Content. Payment is due within thirty (30) days of the date the applicable Invoice is issued, or the date specified in the Invoice, whichever comes first. A late payment charge of one and one-half percent (1.5%) per month or the greatest amount allowed under applicable law may be added to any unpaid balance after thirty (30) days. The maximum amount permitted by law shall be imposed on each returned payment.

Taxes

You are responsible for the payment of all sales and use taxes, when applicable. TTM does not accept resale certificates without prior written approval and at TTM’ discretion.

Cancellation/Termination

  1. By You: If You cancel rights granted in the Invoice within seven (7) days from the date of the Invoice, You will be charged a fifty dollar (US$50) transaction fee per Image, Footage Clip, Audio Clip or Article. If the cancellation notice is received more than seven (7) days, but less than thirty (30) days after the Invoice date, a cancellation fee equal to fifty percent (50%) of the amount of the Invoice will be charged. After thirty (30) days, no cancellations will be accepted and You are responsible for and must pay the full amount of the Invoice. For any cancellations, You must also pay any and all service charges, production fees, processing and handling fees and shipping fees. All licenses applicable to the cancellation shall immediate terminate upon cancellation. All cancellations are final.
  2. By TTM: TTM may, without further obligation or any liability to You or any other person or entity, terminate this Agreement and Your license to use the Content by written notice in the event You fail to comply with any provision of this Agreement. Upon any termination, can- cellation or expiration of this Agreement, neither You nor any other person or entity covered by the license granted to You under this Agreement shall have any further right to make any use of the Content.

Copies

At TTM’ reasonable request, You shall provide to TTM free of charge one (1) copy of any use made of the Content as authorized hereunder.

Credit Line and Copyright Notice

In the case of Images, for editorial uses, You shall include a copyright notice and credit adjacent to each Image (in the format: “© photographer’s name/Transterra Media” or as specified on the Specific Content Web Page) with each publicly distributed Image. Receiving credit is a material aspect of the Agreement for TTM, and in editorial uses of Images, You agree to pay triple the invoice amount if You do not provide such proper credit and copyright notice. For commercial uses, You agree to pay double the invoice if You fail to include the credit described above when such crediting is customary and appropriate. In the case of Footage, You shall provide copyright attributions to videographer’s name/Transterra Media in the production, and on-screen credits as specified in the invoice, equal in all respects to any credit accorded to any other provider of comparable services.

Transterra Media Trademarks

Except for credits as required above, You may not use the trademarks or service marks of TTM without TTM’ prior written consent.

Choice of Law / Jurisdiction / Attorneys’ Fees

Any dispute regarding this Agreement shall be governed by the laws of the State of New York, and by Titles 15, 17 and 35 of the U.S.C., as amended, and the parties agree to accept the exclusive jurisdiction of the state and federal courts located in New York, New York, regardless of conflicts of laws. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly disclaimed. The parties hereto confirm that it is their wish that this Agreement as well as any other documents relating hereto, including notices, has been and shall be written in the English language. In any dispute between TTM and You for breach of this Agreement where TTM prevails, TTM shall be entitled to recover its reasonable attorneys’ fees, legal expert fees, court costs, and other legal expenses.

Confidentiality

During this Agreement, TTM may provide You with certain pricing, technical, marketing and other confidential information. You acknowledge that such confidential information encompasses valuable trade secrets and is proprietary to TTM. You agree that You will maintain the confidentiality of any “confidential information” that TTM may provide to You, and You shall not use or disclose the same without the prior written consent of TTM. “Confidential information” includes any information that is either designated as confidential by TTM or that, under the circumstances surrounding the disclosure, ought in good faith to be treated as confidential by You.

Survival

Sections 2, 3(a), 4, 5, 8, 10, 11, 12, and 14 - 24 shall survive termination or expiration of the Agreement.

Defined Terms

  1. “Agreement” means, collectively, the terms and conditions (i) herein, (ii) in the Invoice(s) and (iii) in the Specific Content Web Page(s) applicable to the Content licensed hereunder, all of which are incorporated into this Agreement by this reference.
  2. “Comps” means Content licensed without a fee solely for Your internal evaluation to determine whether the Content is appropriate for Your intended use as either Rights Managed Content or Royalty-Free Content.
  3. “End Use” means the final work product created with the Content as authorized hereunder and excluding Comp uses.
  4. “Images” and “Footage” mean all images and footage clips, respectively, and related informational materials in any medium obtained from or furnished by TTM hereunder, including without limitation related metadata, text, captions, or information.
  5. “Invoice” means the computer-generated or pre-printed standard form invoice or receipt provided by TTM setting out the TTM licensing company and the terms agreed with the Licensee. The Invoice shall be incorporated into this Agreement and all references to the Agreement shall include the Invoice.
  6. “Rights Managed Content” means Content licensed for a fee on a per-use basis and expressly designated as “Rights Managed” or “RM” by TTM.
  7. “Term” means: (1) with respect to each license granted hereunder, the term specified herein or in the applicable Invoice and/or Specific Content Web Page, unless earlier terminated as provided herein and, (2) with respect to this Agreement, the term shall end on the earlier to occur of (i) termination or cancellation of this Agreement as provided herein or (ii) the expiration of all licenses issued under this Agreement.

Miscellaneous

This Agreement and any listed restrictions constitute the entire agreement between the parties with respect to the subject matter hereof and merge all prior and contemporaneous communications. This Agreement shall not be modified except by a written agreement signed by duly authorized representatives of TTM, provided that no purchase order or similar document issued by You shall modify this Agreement even if signed by TTM. If TTM’ performance of any of its obligations hereunder is delayed by labor dispute, war, governmental action, acts of terrorism, flood, fire, explosion, other act of nature, the public enemy, or any other matter not within TTM’s reasonable control, then the date for performance shall be extended by the time of such delay. If any provision of this Agreement is found invalid or unenforceable, the remainder of this Agreement shall remain valid and enforceable according to its terms. Accordingly, the parties agree that if any provisions are deemed not enforceable, they shall be deemed modified to the extent necessary to make them enforceable and in such manner as comes closest to the intentions of the parties to this Agreement as is possible. This Agreement will inure to the benefit of and be binding upon the parties, their successors and assigns, except that You may not assign or transfer this Agreement without TTM’ prior written consent.

Transterra Media Comping File and Preview Agreement

PLEASE READ THIS AGREEMENT CAREFULLY. THE FOLLOWING TERMS AND CONDITIONS, THE CONTENT-SPECIFIC INVOICE (“INVOICE”) AND THE CONTENT-SPECIFIC ONLINE PAGE(S) LOCATED AT WWW.TRANSTERRAMEDIA.COM (“SPECIFIC CONTENT WEB PAGE”) APPLICABLE TO THE LICENSED CONTENT (IF ANY), COLLECTIVELY GOVERN YOUR ACCESS AND USE OF ALL MATERIAL, IMAGES, FOOTAGE AND ARTICLES (COLLECTIVELY, “CONTENT“) AVAILABLE FROM TRANSTERRA MEDIA, AND CONSTITUTE A BINDING AGREEMENT (“AGREEMENT”) BETWEEN YOU AND TRANSTERRA MEDIA. THIS AGREEMENT APPLIES TO LICENSES ISSUED VIA THE WEB AND VIA SALES REPRESENTATIVES, AND IS APPLICABLE TO ONLINE, DIGITAL AND ANALOG (PHYSICAL) DELIVERY OF LICENSED CONTENT. BY OBTAINING, USING OR PAYING FOR ANY CONTENT FROM TRANSTERRA MEDIA, YOU AGREE TO BE BOUND BY AND COMPLY WITH ALL OF THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE WITH ANY OF THE APPLICABLE TERMS, DO NOT OBTAIN OR USE ANY CONTENT FROM TRANSTERRA MEDIA.

License Grant

  1. Generally: Any and all licenses granted by TTM are conditioned upon (i) Your compliance with all provisions of this Agreement, and (ii) TTM’ receipt of full payment by You as identified in the applicable Invoice. Any and all license(s) granted to You hereunder and Your right to use the Content shall immediately terminate upon Your failure to comply with any provision of this Agreement or to make full payment when due, in which case Transterra Media shall be entitled to pursue all other remedies available under copyright and other laws.
  2. Comps: Subject to the terms and conditions of this Agreement (including any applicable Invoices and Specific Content Web Pages) Transterra Media grants You the right to use Comps solely for Your internal evaluation to determine whether You intend to obtain a non-Comp license for the Content. You may not use Comps in any manner except for internal evaluation of the applicable Content to determine whether You wish to apply for a license for Rights Managed Content. The Term of the Comps license is thirty (30) days from the date of download or receipt. You may not copy, distribute, publish, display or otherwise use in any way the Comps after the Term without obtaining an appropriate Rights Managed Content license for that Content. If You do not obtain such a license, upon expiration of the Term, You must destroy all copies of the Comps Content.
  3. Who May Use the Content: The licenses granted under this Agreement are limited and are non-transferable and non-sublicensable. Only You may use the Content and the End Use must be solely for Your own use. Your employees and contractors (if any) may use the Content as necessary to create the End Use as provided herein, provided that each such employee or contractor has agreed to comply with the terms hereof, and further provided that You remain jointly and severally liable for any breach of the terms of this Agreement by such employee(s) and/or contractor(s). You may not sell, rent, loan, give, sublicense or otherwise transfer to anyone the Content or any right to reproduce the Content.

Restrictions

The licensed content may not be used in any final materials and may not be distributed to the public, including, but not limited to advertising and marketing materials or in any online or other electronic distribution system.

Ownership and Intellectual Property

TTM and its Content providers retain all right, title, and interest in and to all of the copyrights, patent rights, trademarks, trade secrets, and all other proprietary rights in the Content. No rights in any Content are granted except the limited licenses specified in this Agreement. Any right, title or interest arising in any compilation or derivative work created using any Content shall not entitle You to use any Content except as permitted hereunder. You do not acquire any copyright ownership or equivalent rights in or to any Content or any other property of TTM or its Content sources as a result of any license TTM grants to You. You hereby allow TTM to use without charge Your End Use in displays and presentations for TTM’ marketing purposes, solely to demonstrate how You have used the Content.

Choice of Law / Jurisdiction / Attorneys’ Fees

Any dispute regarding this Agreement shall be governed by the laws of the State of New York, and by Titles 15, 17 and 35 of the U.S.C., as amended, and the parties agree to accept the exclusive jurisdiction of the state and federal courts located in New York, New York, regardless of conflicts of laws. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly disclaimed. The parties hereto confirm that it is their wish that this Agreement as well as any other documents relating hereto, including notices, has been and shall be written in the English language. In any dispute between TTM and You for breach of this Agreement where TTM prevails, TTM shall be entitled to recover its reasonable attorneys’ fees, legal expert fees, court costs, and other legal expenses.