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The following provisions record the legal terms and conditions upon which Adult Picture Stock, hereafter referred to as 'APS' acts as an agent in the licensing of Images by Contributors to their parties. APS is owned jointly by J & S Stott Ltd and Yazmin Ltd. By supplying pictures to APS, the Contributor accepts that a legally binding contract has been entered into with APS on the basis set out below.

Under this contract APS is authorised:

1. to add the images contributed by the Contributor to one or more of its Gallery Databases;
2. on behalf of the Contributor the licence the images to Customers on the basis of a Royalty-Free Licence or Traditional Licence (with or without Rights Protection) as defined by APS.
3. to deduct its commission and fees as set out in the APS Fees and Commissions Schedule; and
4. to remit the balance of Licence Fees in accordance with an effective method of transfer nominated by APS to the Contributor specified at Registration. This may be by cheque, direct bank transfer or some other means.

This agreement shall apply to Images submitted by the Contributor as soon as the Registration process is completed by the Contributor, or by APS on behalf of the Contributor with consent from the Contributor. The contract may be terminated by APS or the Contributor in accordance with the section entitled 'Termination' below.

Definitions
The following definitions shall apply:

• 'Adult Pictures' means material falling within the limits of images found for sale within licensed UK sex shops.
• 'Agent' means the agent whose name and address is provided on-line to APS and recorded at Registration who acts on behalf of the Copyright Owner.
• 'APS Fees and Commissions Schedule' means the table which lists the fees and commissions payable to contributors.
• 'Associate Companies' means J & S Stott Ltd and Yazmin Ltd
• 'Cleared Funds' means funds available to pay the Contributor from licence sales after receipt of funds for the sale has been cleared in the APS's bank account.
• 'Commission' means the APS commission on the Licence Fee.
• 'Contributors' means in respect of any Image the Copyright Owner or an agent if Registration has been completed on behalf of the Copyright Owner by an Agent.
• 'Copyright Owner' means the person who is represented as owning the copyright in any Image of Set of Images.
• 'Customer' means any third party who may be intermediaries or end-users to whom a Licence is or is proposed to be granted by APS.
• 'Distributor' means any third party company appointed by APS to sell Contributor's Images to end user Customers.
• 'Exclusive Images' means Images provided by a Contributor on an Exclusive basis. Where a single Licence will be available for use of the Images for a defined period. Typically for publication in printed material.
• 'Gallery Database' means any digital library or catalogue of Images maintained or accessed via APS which may be divided in any manner including, by way of example into an exclusive and non-exclusive sections.
• 'Image' means any digitised photograph illustration or other Image of whatever nature which is the subject of a Listing Confirmation, accepted by APS and entered into the Gallery Database.
• 'Licence' means either a Royalty-Free Licence or a Traditional Licence (with or without Rights Protection).
• 'Licence Fees' means any sum or sums actually received by APS from any Customer in respect of the Licence of an Image whether a single payment or a royalty paid over time.
• 'Listing Confirmation' means the on-line display on the System used by the Contributor to assign attributes to Image(s), including but not limited to Licence types, Licence restrictions, keywords, descriptions, captions and pseudonyms:
• 'Model Release' means the contract in which a model consents to the use of his or her Images by the photographer or a third party. Sometimes referred to simply as a 'release'
• 'Non-Exclusive Images' means Images provided by a Contributor where multiple licence will be available for use of the images. Typically for publication on subscription web sites.
• 'Prior Rights' means in respect of any Image any Licence or other right granted by or on behalf of the Copyright Owner for the use of that Image in any territory, media or otherwise. Prior Rights include without limitation, where an Image has previously been Licensed by APS and then deleted from the System, those previous Licences by APS.
• 'Promotional / Marketing Material' means promotional and marketing material that shall include, but not be limited to PR pieces, events, direct mail, advertisements, email newsletters and text / Image based e-promos, search engine listing and promotion, multi media pro and promotional and marketing material may also be used by associated companies.
• 'Property Release' means any written release from the owner and / or occupier of any property whose permission is necessary or desirable for Images incorporating in whole or in part that property to be published.
• 'Registration' means the on-line display on the System at the time the Contributor completes the Registration process and which will have included the name and address of the Contributor and the bank account details (if applicable) for payment to the Contributor.
• 'Releases' means a Model Release, Property Release or any other release of a third party right including without limitation any copyright, trade mark or other intellectual property right, which it is necessary or desirable to obtain in respect of any Image.
• 'Rights Protection' means any Traditional Licence granted to a Customer and which includes an exclusive element which may be time, territory, industry or otherwise restrictive.
• 'Royalty-Free Licence' means any Royalty-Free Licence as defined and granted by APS on behalf of a Contributor during the period of this contract in respect of any Image or Set of Images defined by the Contributor as Royalty-Free.
• 'Sub Agent' means an agent of the Contributor who represents the Contributor.
• 'System' means the on-line System(s) operated by APS from time to time, including the web site at www.adultpicturestock.com and any other internet based System for the licensing of Images which APS may operate from time to time under the APS brand.
• 'Traditional Licence' means any tailored Licence as defined and granted by APS on behalf of a Contributor during the period of this contract in respect of any Image or Set of Images defined by the Contributor as Traditionally Licensed and combining rights defined by: territory, period, media, industry, print run and other relevant criteria.
  

Contracting Parties

The contract represented by Registration and these terms and conditions is between APS and the Contributor.

1. Where the Contributor is itself Agent for the Copyright Owner APS's contract is with the Agent only.
2. APS may vary this agreement by altering or deleting an of its provisions or adding any new provisions by giving 30 days prior notice at any time.
3. No person who is not a party to this contract (including any Copyright Owner or Sub Agent of a Contributor) may enforce any term or condition of it and the Contracts (Rights of Third Parties) Act 1999 shall not apply.
   

Appointment of APS

The Contributor appoints APS as its agent to grant Royalty-Free Licences or Traditional Licences (with or without Rights Protection) in respect of any Image, using the System.

1. Where the Contributor appoints APS as its agent to grant Royalty-Free Licences in respect of an Image, APS may vary the Licences it grants in respect of that Image from Royalty-Free to Traditional by giving 30 days prior notice to the Contributor at any time. If the Contributor notifies APS during the 30 day notice period that it does not agree to such variation then APS may either continue to grant Royalty-Free Licences in respect of that Image or, at APS's option, may delete that Image from the System.
2. Where the Contributor is an Agent he / she warrants that he / she has the authority of the Copyright Owner to enter into this Contributor Agreement.
   

Valued Added Tax

APS is a trading name of J & S Stott Limited so all receipts and payments are treated in the manner of that company who is VAT registered.

Commission, Fees, Payment and Acceptance

APS shall charge in UK pounds to the Contributor commission and fees in line with the APS Fees and Commissions Schedule.

1. APS may on 30 days' prior notice at any time change, delete or add to the commission and fees referred to in this section clause (1)
2. APS may recover by debiting a Contributor's account or otherwise:
   i. any sum incorrectly or inadvertently credited to the Contributor's account.
   ii. any amounts due from the Contributor to APS where the Contributor is also a purchaser from APS.
   iii. all costs and handling charges incurred by APS but properly payable by the Contributor including without limitation: non-payment of postage of items sent to APS, import taxes charged to APS where customs values have been incorrectly entered for submissions sent to APS, and charges from the Contributor's bank recharged to APS's payment provider.
   iv. all other amounts due to APS from the Contributor.
3. Acceptance of an Image by APS shall be at APS's sole discretion and APS shall be entitled to reject or delete any Image if APS considers that the Image has ceased to be sufficiently marketable or is unsuitable for any other reason.
   

Breaches of Licences and Defaults by Customers

The Contributor recognises that APS shall have no obligation to conduct any verification or check of the character, standing or financial position of any Customer.

1. In the event of any alleged breach of any Licence by a Customer or any other infringement of intellectual property or other rights in an Image, the Contributor may either take action themselves against the Customer or alternatively request APS to take action.
   
   In the event of the Contributor taking action then APS's sole obligations shall be to:

• supply the Contributor with the information on its database relating to that Customer; and
• provide testimony in any action which may be brought by the Contributor by verifying the terms of the contract entered. Prior to giving this assistance APS may require the Contributor to have indemnified APS for all of the costs and expenses of any such action including at APS's discretion providing and securing the costs of APS's legal and other advisers.

In the event of the Contributor authorising APS to take action APS may (but shall not be obliged to):

• make such claims and take such action as may be necessary (in the opinion of APS) in connection herewith. Fifty percent (50%) of all amounts recovered by APS in connection herewith) shall be paid to the Contributor.
• the Contributor agrees that where APS incurs legal and / or other specific costs relating to an outstanding amount owed by a Customer then these costs will be recouped by APS first before accounting to the Contributor. For the avoidance of doubt should a debt be only partially cleared by a Customer then APS will recoup its specific costs first and then divide the remaining amount between the Contributor and APS in line with the commission schedule in force at the time the debt was invoiced. APS shall not be obliged to pursue payment of debts owed by Customers if, in APS opinion, the prospects of recovery are not good enough to justify the likely collection costs.

Representations, Warranties and Undertakings by Contributors

The Contributor represents, warrants and undertakes to APS as follow:

The Contributor has detailed in the relevant fields all Licence restrictions and all Prior Rights applicable to each Image;

1. the Contributor undertakes to ensure that Images supplied for entry on the Exclusive section should only be available for sale via APS.
2. It is agreed that the Contributor shall provide APS proper model releases as well as age verification of ALL models in order that APS can hold and maintain proper model releases as well as age verification of all models, and maintain all records of releases / identifications that are required by the United States Federal Government to comply with 18 U.S.C. 2257.
3. except for the Prior Rights (if any) the Copyright Owner is the sole owner free from any third party rights of the entire copyright and all other intellectual property rights throughout the world in the Image;
4. where the contract is entered into by an Agent on behalf of the Copyright Owner to enter into this contract on his behalf and to confer on APS the appointment provided by this contract;
5. no other party's permission is required for the Contributor to enter into this contract or for APS to perform the services envisaged by this contract and the Contributor is entitled to supply all Images to APS free from any claims by third parties of any nature;
6. except for the Prior Rights (if any) and subject to the terms set out in the Listing Confirmation there is not and will not during the term of this contract be any restriction on APS licensing each Image to a Customer to the fullest extent possible utilising its Royalty-Free or Traditional Licences (with or without Rights Protection) as defined by APS;
7. where the Contributor has provided APS with a copy of a Release the Contributor must be able to make the original available to APS if it is requested by APS; the Contributor warrants that all such Releases will (a) be legally binding and (b) (except as otherwise notified to APS via the APS web site or, with the agreement of APS, via email) authorise all uses of the Images anywhere in the world including without limitation uses in relation to sensitive issues;
8. The Contributor warrants that all information he / she gives to APS by any means concerning any Images will be true and accurate and will not infringe any copyright;
9. any information supplied with any Image or for use on the APS web site is accurate and does not infringe the rights of any third party, and is not defamatory. This information includes, but is not limited to, captioning, key wording, descriptions and pseudonyms;
10. the Contributor understands that they assign the licence types available on the web site to each Image they submit, and that the Contributor understands the implications of each licence type(s) they select. The Contributor understands that once a licence type is chosen it cannot be changed unless changed by APS from Non-Exclusive to Exclusive;
11. none of the Images or the captioned information is unlawful for viewing by adults within the United Kingdom;
12. the Contributor will not supply to APS any Image which is the same or uniquely similar to any of the Contributor's Images that have been supplied to a third party where the supply of such Image would conflict with any Exclusive arrangement between the Contributor and a third party. These parties may include, but are not limited to, agencies and Customers in particular Contributors will not split a set of pictures out from a previously sold set;
13. the Contributor will ensure that their correct email address is supplied to APS in accordance with the section entitled 'Notices';
14. all Images supplied to APS are available to be used free of charge by APS in Promotional / Marketing Material designed to promote sales of Images and / or to enhance awareness of the APS name / brand or that of the individual Contributor. Where Images are used to promote the APS Group name / brand in general, APS will not provide a photo credit to the Contributor;
15. the Images comply with all APS's technical, quality, content and other criteria and requirements as set out on the APS site at the time of their submission. APS reserves the right to delete any Images which do not comply with any of these criteria;
16. the Contributor will keep APS fully indemnified against all losses and all actions, claims, proceedings, costs and damages (including any damages or compensation paid by APS on the advice of its legal advisors to compromise or settle any claim) and all legal costs or other expenses arising out of any breach of any of the above warranties or of any other obligations of the Contributor under this Agreement
    

Obligations of APS

Pricing and Promotion

APS offers Custom Pricing to some of its Customers and Contributors agree that their Images can be sold at these rates without APS having to consult Contributors.

1. The Contributor agrees that APS may sell licenses to Customers with up to twenty percent (20%) discount applied. The Contributor agrees that in such cases the discount will be reflected in the fees paid.
2. Promotion - APS shall have the right to offer Customers promotions on Images to promote the APS service without APS having to consult Contributors. For example promotions may include, but are not limited to, acquiring new Customers or stimulating buying from existing Customers by offering discounts.
3. Where an Image has been used in a printed promotional piece by APS then the Contributor agrees that the Image will remain available for sale on the APS site for a period of two years from the date of publication / distribution of the promotional material. This clause to stand even if the Contributor terminates their contract.
4. APS shall have the right to add, amend or delete any keywords for an Image if in APS's opinion this would be likely to increase the sales potential for that Image.
   

Credits, Copyright Notices and Promotion

Customers of APS using Images for editorial purposes will be requested to credit the photographer / APS or, where applicable, the agency name / APS.

1. Third parties who use Images with APS's permission will be requested to credit the photographer / APS or, where applicable, the agency name / APS
2. APS cannot guarantee a photo credit in any instance, and will not be held liable if a photo credit is not made. Nor can APS guarantee if a photo credit is made that it will show the Contributor name.
3. APS shall have the right, including in advertising and publicity in any media, to use the name of any Contributor to advertise and promote the System and / or the APS brand. The Contributor may ask APS to use a pseudonym.
4. Provided Contributors acknowledge APS's rights they may use APS's trade marks in any lawful promotion or publicity without APS's prior written consent. Defamatory or other unlawful use including use in unsolicited electronic communications is not permitted. APS shall be entitled to revoke this permission if it becomes aware of any use of its trade marks which it deems inappropriate.
5. The Contributor grants to the Customer the right to alter their Images providing it is not unlawful and the Contributor undertakes that the person who created the Image has waived all moral rights in respect of use of the Image pursuant to this agreement by APS, its Customers or any other third parties.
   

Loss of Images or Failure of System

Due to the nature of server provision, downtime and lost transmissions may occur. In recognition of this it is agreed that APS shall have no liability to any Contributor or Copyright Owner for the loss of any Image or for any deterioration or damage to any Image on the System; or any failure of the System which causes lost Licence Fees.

1. Contributors shall be responsible for maintaining original and digital back-up copies of all Images submitted to APS and will provide replacement digital copies to APS on request at any time.
2. Where Contributors make a submission by disc or any physical medium, APS shall be under no obligation to return such disc or other property.
   

Liability of APS

Subject to clause (3) below APS's liability for negligence or breach of any of the provisions of this agreement shall not:

1. APS shall have no liability to the Contributor by reason of any representation (unless fraudulent) or any implied warranty, condition or other term, or any duty at common law, or under the express terms of this Agreement for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of APS, its servants or agents or otherwise) which arises out of or in connection with this Agreement.
2. The terms of this clause shall not preclude any liability or claim for death or bodily injury nor any claim arising from wilful default or gross negligence on the part of APS or any of its servants, agents or otherwise.
3. Each provision of this clause is to be construed as a separate limitation (applying and surviving even if for any reason one or other of such provisions is held to be inapplicable, unreasonable or unenforceable in any circumstances) and shall remain in force notwithstanding the termination of this Agreement.
   

Termination of this Contract

The Contributor may terminate this contract on 30 days prior notice to APS at any time.

1. On termination APS shall:
   i. delete from its Gallery Database each Image provided by the Contributor in respect of a terminated contract;
   ii. cease to grant Licences for the Image so deleted (but without prejudice to any Licences already granted before termination);
   iii. not return to the Contributor any data, of whatever kind, relating to an Image or an Image itself.
2. APS may at its discretion, without terminating this contract in relation to the Contributor's other Images, delete any individual Image(s) which have not been licensed during such period as APS may determine.
3. The Contributor undertakes for himself / herself and the Copyright Owner that following termination neither of them will enter into any Licence or disposal which conflicts with any Licence granted during the period of this contract by APS.
   

Binding Effect

This contract will continue for the benefit of and be binding upon APS and the Contributor and their respective successors in title and assignees. The Contributor may only assign the contract with the prior written consent of APS. APS may assign this contract to any third party and if it does so references herein to APS shall thereafter be to such third party.

Entire Agreement

APS and the Contributor acknowledge that this contract constitutes the entire agreement between them with respect to the subject matter hereof and supersedes any prior agreement or arrangement.

Marketing

APS reserves the right to circulate the details of the Contributors to other companies or their pseudonyms and such companies my contact the Contributor by email or otherwise about other services.

Choice of Law

This contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English Courts. The English language version of this contract shall be the definitive one in the event of any dispute.