Introduction
A Photographer-Member of SportMatrix Enterprises, Inc. is a freelance photographer (“you”) who posts images related to youth, amateur, and high school athletics for display on our SportMatrix.Com website (“SMX”). By becoming a photographer-member of SMX you hereby agree to abide by the rules, regulations, and conditions of the following Agreement.
Newsworthy Content and Images
SMX is a youth, amateur, and high school sports publishing outlet that operates with the primary interest of posting and selling photo images we deem newsworthy. You acknowledge that we reserve the right to selectively delete any content or image you post, or edit such content and image in order to enhance its quality and marketability. Accordingly your images are subject to our “Publishing Guidelines” which are located on SMX in your Users Guide, incorporated into this Agreement, and subject to change, amendment, or alteration at any time at our discretion in accordance with the terms of this Agreement.
Independent Contractor Status
You are an independent contractor who posts your photo images to SMX from events you elect to cover. Although we provide you with certain tools and information for maximizing your revenue potential and improving your business operations you are under no obligation to utilize them. Also, we may provide you with information about certain events located in your area in which the participants have requested coverage, or we think would be an important event to cover, however, you are not obligated to cover such events, nor will you ever be obligated or assigned by us to cover any events. Furthermore, you understand as an independent contractor that you are solely responsible for your own costs and expenses associated with being a photographer-member including the provision of your photographic equipment, computer equipment and software, connection to the Internet, transportation and admission to the events you cover, and promotional handouts. We shall provide you only with access to a “Virtual Studio” located on SMX which contains among other things a "Users Guide” to ensure the postability of the content and images that you seek to put on our website, and a “Profit Earnings Spreadsheet” which details the specific profit earning you will derive from the sale of a photo product containing one of your posted photos.
Grant of Proprietary Rights
We hereby grant you proprietary rights to post your images on SMX. In order to protect your proprietary rights, we shall place a “SportMatrix.Com” copyright watermark logo across any images you post on SMX in order to obstruct the unauthorized duplication of your images by users of SMX.
Grant of Publishing License
You hereby grant a "Publishing License” to the customer-members of SMX to publish the images you post on SMX as photo prints or photo-related products. The commercial rights to the content and images you post remain your property subject to SMX rights to display, reproduce, sub-license, and sell the content and images on SMX and our customer-members rights to publish them as photo products accordingly.
Virtual Studio
Upon your registration with us as a photographer-member you will receive access to a "Virtual Studio” on SMX that may be accessed by you with a username and password you select at the time of your registration. Using your Virtual Studio you can create, edit, and post your images and personal profile information to be viewed by the users of SMX, as well as view statistical reports regarding sales and revenue received from member-customers of SMX who published your images as photo-products. You are to keep your account username and password confidential at all times and shall not disclose it to third parties. We will take all reasonable care to safeguard the private information that you provide to us in the course of your registering with us, and in conducting your business as our member, and we will not disclose such information to third parties unless compelled to do so by law.
Profit Earnings
All photo images posted by you on SMX are done on a purely speculative basis of potential profit earnings from the publishing of such photo images by our customer-members. All prices for the products offered for purchase by customer-members of SMX will be set by SMX with the intent of maximizing sales and profits. Such prices may be changed by SMX at the discretion of SMX at any time. In addition, you grant SMX the option to license any photo image you post on SMX to third parties including other commercial publications. Upon the completion of any purchase transaction made on SMX for products that contain your posted content, or for the licensing by SMX of any content you posted to a third party, you will earn profits based upon the Profits Earnings Spreadsheet as outlined and incorporated into this Agreement and detailed within your Virtual Studio.
Payment Of Profits
On the last day of each month we will tabulate your total Profit Earnings outstanding and make a payment by check to you. Checks will be mailed on the first weekday of the next calendar month. It is your responsibility to provide us with proper mailing address information as we request. In keeping with the tax treatment of independent contractors according to the tax laws of the United States, we will send you a Tax Form 1099 in January of each calendar year, with a copy sent to the IRS which shall declare all of your gross profits earned from SMX operations as an independent contractor / photographer-member during the previous calendar year. If legally obligated we shall send the same to any photographer-member who resides in Canada.
Images For Our Display and Promotion
You agree that in consideration of the proprietary rights granted to you by SMX, you shall in turn grant to SMX the right to use any and all images you post on our SMX for the display and promotion of SMX by SMX. The images will be used by SMX to inform the public in a newsworthy manner and/or publicize SMX to the public through enhanced visual appeal of SMX itself or related publications, advertising, and promotional materials.
Warranty of Fitness For Posting
You truthfully assert that you will be the sole and exclusive owner with the right to license any and all content and images that you post for display on SMX and you will not knowingly infringe upon the copyright, trademark, rights of privacy, or rights of publicity of any person or entity, and you further assert that will not knowingly defame any person or entity that comprises the subject matter of such content or images, or any related third party person or entity.
Liability Disclaimer For Loss or Infringement
We shall not be liable to you for any loss, theft or destruction of any content or image that you post on SMX. In the unfortunate event that we discover unauthorized or infringing use of any of your posted content we shall notify you immediately upon such discovery. It shall be your responsibility to initiate legal action against the infringing person(s) or entity if you shall so choose provided that you notify us in writing as to the manner in which you will proceed with respect to such infringement. You agree that you will not have the ability or right to cause us to become joined as a plaintiff with you in any litigation that you choose to pursue provided that we may at our sole discretion elect to join you in such action.
Liability Disclaimer For Damage To Persons or Property
WE EXPRESSLY DISCLAIM ANY LIABILITY FOR INJURY TO YOU, INJURY YOU CAUSE TO OTHERS, LOSS OF OR DAMAGE TO YOUR PROPERTY INCLUDING YOUR PHOTOGRAPHIC EQUIPMENT AND OTHER TOOLS, OR LOSS OR DAMAGE TO THE PROPERTY OF OTHERS CAUSED BY YOU IN THE COURSE OF TAKING OR POSTING PHOTO IMAGES TO SMX.
Termination For Cause
This Agreement may be terminated by SMX at our sole discretion in the event of your material breach unless such default is cured within 14 days following written notice by SMX to you of the corresponding defaults as listed below. (a) If you make, or have made, any misrepresentation to SMX in connection with your registration with SMX or in conducting your business as a photographer-member, or (b) If you shall publish on SMX any content or images in which you are not the copyright holder, which are obscene, inappropriate or immoral, or which violate any of the terms of our Publishing Guidelines or the terms of this Agreement in any manner, or (c) If you shall disclose your username and password to any third party, or (d) If you fail to conduct your business operations associated with SMX in full compliance with any applicable state law or federal regulation, or (e) If you have or shall be convicted under any law of a felony as defined by that law, or (f) If you fail to obtain any prior written approval or consent as expressly required by this Agreement., or (g) If you default in the performance of any other condition or obligation under this Agreement or under any other agreement entered into at any time whatsoever.
Effect Of Termination
Upon termination of this Agreement we will disable your access to your account and the galleries on SMX and forward you any outstanding profits than owed on the next designated paydate. Furthermore, you shall cease immediately from holding yourself out in any way as a photographer-member of SMX, or from doing anything that would indicate any type of relationship between you and SMX whatsoever.
Governing Law
This Agreement shall be governed by and construed in accordance with, and all disputes hereunder shall be governed by, the laws of the State of Michigan, United States of America. Any dispute or claim arising out of, or in connection with, this Agreement shall be finally settled by binding arbitration in Detroit, Michigan, USA in accordance with the then-current rules and procedures of the American Arbitration Association by one (1) arbitrator appointed by the American Arbitration Association. The arbitrator shall apply the law of the State of Michigan, without reference to rules of conflict of law or statutory rules of arbitration, to the merits of any dispute or claim. Judgment on the award rendered by the arbitrator may be entered in any Michigan court of competent jurisdiction. The parties agree that, any provision of applicable law notwithstanding, they will not request, and the arbitrator shall have no authority to award punitive or exemplary damages against any party, provided that the prevailing party may be awarded all court costs and reasonable attorneys' fees incurred.
Official Notices
Your email correspondence with SMX does not constitute official notice under this Agreement unless you receive a return confirmation of its receipt from SMX.
Changes, Amendments or Alterations
SMX retains the right to make any changes, amendments, or alterations to the terms of this Agreement at any time upon official notice to you. Official notice to you by SMX may be done in the form of an e-mail, a message posted in your Virtual Studio, and/or a posting on SMX. All MAJOR or MATERIAL changes, amendments, or alterations to this Agreement shall become effective no less than thirty (30) days after such posting in the event they reduce or limit your rights as a photographer-member.
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