Contributor Agreement
This agreement becomes effective as of 2024-03-31.
This Contributor Agreement (“Agreement“) outlines the terms governing the submission of your media works to Drone by Nature®️, a company organized under the laws of France (referred to as “Drone by Nature®️“, “we” or “us“) for distribution through the Drone by Nature®️ website at www.dronebynature.com (the “Website”), other geographic and language versions thereof and/or otherwise. Please read this Agreement carefully.
1. Scope of Agreement
This Agreement pertains to all works, including but not limited to video footage, audiovisual works, photographs, VR 360, data files, program templates, and other audiovisual and digital media works submitted by you or on your behalf (individually and collectively referred to as “Content“). It also covers any accompanying tags, captions, metadata, annotations, information, or releases provided by you in relation to the Content (“Content Information“).
We retain the right, at our sole discretion and for any reason, to accept or reject any Content or Content Information. Additionally, we may choose to revoke acceptance of Content or Content Information at any time, removing them from the Website.
2. Rights Granted to Drone by Nature®️
a. By submitting Content, you grant us a worldwide, non-exclusive right and license to directly and/or indirectly copy, market, promote, perform, display, distribute and/or sell the Content, including Content Information. The licenses granted by you, referred to as “Content License Agreements,” may include rights, restrictions, and terms outlined in the Content License Agreement on the Website.
b. The licenses granted by you called the ‘’Content License Agreements’’ are non-exclusive.
c. You, or the copyright owner of the Content if different, will retain ownership of the Content and its copyright. No transfer of copyright ownership or title to us occurs.
d. We reserve the right to edit, resize, resample, convert, color correct, watermark, crop, or otherwise modify any Content or Content Information to rectify errors, misleading statements, or omissions in Content Information. Such modifications aim to facilitate the marketing, distribution, sale, and licensing of Content. It is important to note that any actions taken by us in screening, reviewing, correcting, or editing Content or Content Information are considered a courtesy, and we assume no liability for these actions or any failure to perform them.
e. Your license to us also includes the right to use, and authorize others to use, the Content in various works, known or devised in the future. This encompasses the use, copying, transmission, broadcasting, telecasting, streaming, and public display of the Content, derivative works, Content Information, and your (or the Content creator’s) name and biographical information worldwide for promotional purposes (“Promotional Uses”). It is emphasized that Promotional Uses do not entitle you to compensation or create any additional relationship or responsibilities between you and us.
f. You hereby waive any “moral rights” associated with the Content, including the right to be recognized as the author of the Content or to object to the modification of any Content. If you are not the creator, you confirm that you have obtained such a waiver from the creator.
3. Pricing and Your Share of Net License Revenue
a. You are responsible to establish the price for your Content. However,
i. We reserve the sole discretion to adjust the price of any Content to optimize your overall revenue performance or adhere to our minimum pricing guidelines.
ii. Notwithstanding anything to the contrary in this Section 3.a., you cannot set the price for an item of Content higher than the lowest price for which the same (or substantially the same) Content item is offered by or on any other media marketplace, agency, or other redistribution arrangement (each an “Other Marketplace“). If we discover that the Content item is offered at a lower price by or on any Other Marketplace, we may lower the price in our marketplace to match or beat that price.
b. Except as expressly provided below, we will pay you the following percentage of all Net License Revenue (as defined herein), and we will deduct and retain the remainder of Net License Revenue:
i. For video and photos, your share of Net License Revenue will be 85%. When a customer purchases content through the pay-per-item plan, you receive 85% of the licensing fee you set for your work. However, for customers subscribed to the ‘Fly High’ package, contributors will earn 85% of a fixed licensing fee of 11.52 euros per item sold.
c. “Net License Revenue” refers to license fees collected on Drone by Nature®️ platform from resellers and other redistributors (collectively, “Distributors”) and customers for published Content on our platform, subject to the following:
i. We may exclude or deduct the following from the calculation of Net License Revenue and the net amount payable to you: (A) taxes or other withholdings paid by the customer or that we determine are required by applicable law; (B) refunds, chargebacks, and uncollectible sums; and (C) fees, charges, and/or costs payable to or deducted by financial institutions for the processing of any credit card, debit card, e-check, or alternative payment method and/or currency conversion for payments received by us or paid to you in a currency other than Euros.
d. Payments by us are subject to the Website Contributor Portal Payment Summary, as modified or supplemented by us from time to time, the terms of which are incorporated herein by reference.
4. Content Standards; Releases
a. You are required to provide all your customers/distributors/resellers with a copy of every release pertaining to any Content in your possession.
b. These releases must encompass:
· Model releases from individuals whose recognizable name, voice, or likeness is featured or portrayed in the Content.
· Property releases from the owner of any prominently recognizable property depicted in the Content.
· Property releases from the owner of any third-party trademark, trade dress, logo, copyrighted audio, design, art, architecture, or other works collectively referred to as “Third Party IP” depicted in the Content.
c. You affirm that each release:
i. Is valid and legally binding.
ii. Substantially aligns with the applicable form release maintained by us on the Website.
iii. Grants all necessary rights and permissions as per the applicable release form on the Website.
Does not contain any restrictions beyond what would be found in the form of the applicable release on the Website.
iv. Permits all uses for the Content allowed by this Agreement and all Content License Agreements.
v. Was signed by the depicted person (in the case of a model release) or the owner of the property (in the case of a property release), or by the parent or legal guardian of the person if under the age of 18.
vi. Otherwise meets the requirements outlined in the Website Contributor Portal.
d. If the Content features Third Party IP, you should designate it as such when uploading to the Website.
e. Content designated as “Editorial” or for “Editorial Use” or as depicting Third Party IP may be permitted for commercial use.
f. When uploading Content that depicts newsworthy events, topics of general public interest, or documentary and/or editorial content, at the time of upload, the Content must not be manipulated, modified, or processed in any way that might distort its contextual integrity. Clarification is provided that permissible actions include cropping, brightness/contrast corrections, or blurring of faces where the integrity of the Content remains intact.
g. You may not submit any Content containing a recording of a performance of a musical, choreographic, literary, or dramatic work unless you own all rights in such work, including the performance and recording, or have received written authorization from the copyright owners or authorized licensees for such submission and inclusion of all such rights in your License Agreements to all your customers. As of each submission date, you warrant that you have obtained all necessary rights and authorizations, and they are included in your Licenses to all your customers. However, if the underlying composition of the Content is in the public domain in the United States and the EU, you are exempted from obtaining rights, provided you designate such status when uploading to the Website, acknowledging that you are representing and warranting the composition’s public domain status in the United States and the EU.
h. You are expected to adhere to the specifications outlined in the Website, as modified or supplemented by us from time to time, with the provisions incorporated herein by reference.
i. You agree to maintain and preserve all original releases and records related to Content creation, including clearances, licenses, agreements, or instruments related to ownership or rights to Content. Upon reasonable notice, if needed you will allow us to inspect and provide us with all such releases, records, and information related to the creation of the Content. You also consent to your Distributors providing any of the same to Content Users (as defined herein).
5. Representations, Warranties, and Disclaimer
As of the date you accept this Agreement and the date of each Content submission, you affirm and warrant the following:
a. The Content represents original creations and expressions of subject matter, and it does not infringe or violate any third-party copyright, trademark, right of privacy, right of publicity, moral right, or other proprietary right. Furthermore, it does not defame any third party.
i. You (A) have the legal capacity and authority to enter into this Agreement and fulfill your obligations, (B) are the sole and exclusive owner of the Content, including all parts and copyrights, or have obtained the necessary rights to grant the license to all your customers/distributors/resellers and (C) have not granted conflicting rights or licenses or entered into agreements that conflict with this Agreement or the rights granted by us.
ii. No person depicted or whose voice is included in the Content is a SAG-AFTRA member.
iii. If you are an individual, you are of sufficient legal age to grant the rights and create binding legal obligations as outlined in this Agreement.
iv. All information provided under your Drone by Nature®️ account is accurate and complete. You agree to update this information as necessary, and we may withhold payments until we receive needed information to verify your identity or resolve questions regarding your rights in the Content.
v. If any Content includes elements from a third-party design or software program, the license agreement governing their use allows incorporation into the Content and granting of licenses as per this Agreement.
vi. No part of the Content includes disabling mechanisms or protection features preventing its intended use. All Content is free of viruses, worms, or other mechanisms that could harm the Website or computer systems.
vii. All Content Information provided is accurate, complete, and not misleading. It does not contain false or inappropriate metadata that could alter search results.
viii. No Content has been created, obtained, or submitted in violation of any law or contract terms.
ix. If you become aware that any representation made in this Agreement is incomplete, inaccurate, or misleading, or if there is a claim by a third party related to the foregoing, you will promptly notify us and, if necessary, remove the Content from the Website.
x. Unless communicated otherwise with a valid US tax form, you affirm that the provided address is your permanent resident address for tax purposes.
b. If someone is providing Content on your behalf, both you and that person affirm that the individual is the registered user of the Website. This person has the legal right, power, and authority to act on your behalf and bind you to this Agreement.
c. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE WEBSITE AND OUR TWO MOBILE APPLICATIONS ARE PROVIDED “AS-IS,” WITHOUT ANY REPRESENTATION, WARRANTY, OR CONDITION, EITHER EXPRESS OR IMPLIED. THIS INCLUDES IMPLIED REPRESENTATIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DISCLAIM ANY REPRESENTATION OR WARRANTY THAT OUR SERVICES OR THE WEBSITE WILL MEET YOUR REQUIREMENTS, ALWAYS BE AVAILABLE, OPERATE WITHOUT INTERRUPTIONS, BE SECURE, FREE OF VIRUSES, OR OPERATE ERROR-FREE. FURTHERMORE, WE DISCLAIM ANY GUARANTEE REGARDING THE ACCURACY OF INFORMATION OR MATERIALS INCLUDED ON THE WEBSITE.
6. Claims against Content Users and Third Parties
a. We bear no responsibility for ensuring the compliance of Content Users, Distributors, or any other individuals with the terms of any License. Additionally, we disclaim any liability for breaches, infringements, wrongful conduct, or other acts or omissions by such individuals.
b. While we have the right and authority, we are not obligated to initiate any claim, file a lawsuit, or take action regarding a breach or alleged breach by a Content User of a License Agreement, or an infringement or alleged infringement of any intellectual property or other rights related to any Content by such individual or any other third party (referred to as an “Enforcement Action”).
c. We strongly recommend that you register your copyrights in Content, as such registration is generally necessary to pursue an action for copyright infringement. Additional information on copyright registration in the U.S. can be found at http://www.copyright.gov.
7. Termination
a. We reserve the right to remove any or all Content from the Website for any reason, including the submission of infringing Content. This removed Content is referred to as “Terminated Content.”
b. You, for any reason or without specifying a reason, may remove any or all Content from the Website. We will then automatically remove the specified Content from the Website.
c. Regardless of other provisions in this Agreement: (i) removal of Content, termination, or expiration of this Agreement will not affect any license granted to a Content User before the effective date of such removal, termination, or expiration; (ii) if Content is in a customer’s cart at the time of removal or termination, we are not obligated to remove it from the cart, and the customer may purchase a license for such Content for 90 days after removal or termination; (iii) we may continue Promotional Uses of the Content for one (1) year from the effective date of any removal, termination, or expiration.
d. Upon termination, we have the right to withhold all amounts owed to you for 30 days to determine any applicable set-off rights. We are entitled to deduct a reasonable administrative fee for establishing, managing, and terminating your account from such amounts.
8. Limitation of Liability
a. The Drone by Nature®️ Parties shall not be held liable to you or any other person or entity for any general, punitive, special, indirect, exemplary, consequential, or incidental damages, or lost royalties or profits, or any other damages, costs, or losses arising under this Agreement. This includes any damages relating to or arising out of your or any of your representatives’ use of the Website and our other services, or the submission of any Content, or any Enforcement Action. This applies even if we have been advised of the possibility of such damages, costs, or losses, and whether the action is based on contract, tort (including negligence), infringement of intellectual property rights, or otherwise.
b. You assume all responsibility and risk for the use of the Website and our other services, including any Content or information contained therein. You agree that the Drone by Nature®️ Parties are not liable for any errors in pricing or any loss or damage to Content or material submitted to the Website. You are required to maintain your own backup files for any Content submitted to us. We will not be held responsible for any delay or failure to comply with our obligations under this Agreement if the delay or failure arises from any utility, communications, technical, hardware, software issues or failure, any acts or omissions of a third party, acts of government, God, war or terrorism, or any cause beyond our reasonable control.
9. Consent to Electronic Communications; Your Personal Data
Consent to Electronic Communications:
We may deliver notices to you via email to the registered Website user account at the email address provided on your Website user registration page. By using the Website, you consent to receiving communications from us electronically. You agree that all agreements, notices, disclosures, and other communications provided to you electronically meet any legal requirement that such communications be in writing.
Location of Your Personal Information:
You consent to the sharing and processing of your personal information, as well as that of models, in the course of our business by:
· Us and our Affiliates, located in various countries, including the U.S., with differing and, in some cases, less privacy protection than your country.
· A current or prospective Content User in case of inquiries about clearances, infringement, or legal rights.
10. Miscellaneous
a. In any part of this Agreement, unless the context requires otherwise:
i. Affiliate: Refers to any company owned or controlled, either directly or indirectly, at any time by the specified company, under common ownership or control with it, or that directly or indirectly owns or controls it.
ii. Person: Encompasses both individuals and legal entities, including companies or governmental agencies or instrumentalities.
iii. Representative: Denotes an individual’s officer, director, employee, agent, or contractor.
iv. Including: “Including” (and its derivative forms, e.g., “includes”), “e.g.,” and “for example” signify inclusion without limitation.
v. Prohibitive Expressions: “Must not,” “should not,” “shall not,” and “may not” express prohibition, while “may” indicates the right, but not the obligation, with sole discretion to decide whether to act. “Will,” “must,” “should,” and “shall” convey commands, not just future intent.
vi. You: Refers to the person or entity submitting Content to Drone by Nature®️, granting the rights outlined in this Agreement.
vii. Plural and Gender: The singular includes the plural, and vice versa. References to one gender include the other or no gender.
viii. References to “Herein”: “Herein” or “hereto” refers to this Agreement, incorporating any terms referenced herein.
ix. In Each Case: Refers to each case mentioned before such phrase in the same sentence.
x. Content User: Denotes actual and prospective licensees of any Content and their Representatives, excluding Distributors.
xi. Drone by Nature®️, We, or Us: Includes all subsidiaries.
xii. Headings: Headings in this Agreement serve for ease of reference and do not impact its interpretation.
b. To eliminate any uncertainty, the granting of rights to Drone by Nature®️ in this Agreement or any Website Terms (including the Contributor Portal) does not imply the assumption of any obligation or impose any duty on Drone by Nature®️ unless expressly obligated in this Agreement.
c. Despite any other provisions in this or any other agreement:
i. We retain the sole discretion to make changes to this Agreement and any referenced or incorporated agreements or terms at any time and for any reason.
ii. You will be bound by the terms of this Agreement and any such agreements or terms in effect either: At the time you upload or publish Content, or Two (2) weeks after we send notice of a change, whichever occurs earlier.
d. The parties entering into this Agreement are considered independent contractors. Nothing in this Agreement, the rights granted herein, the upload or submission of Content, or access to and use of the Website is intended to create a joint venture, partnership, employment relationship, franchise, or fiduciary relationship between the parties.
e. It is acknowledged that:
i. We permit selected customers to download full-resolution, unwatermarked versions of content items for “comp” or evaluation purposes without any fee until converted to a full license for public use.
ii. Customers who purchase a license for a Content item are allowed to download the item multiple times from the Website without further payment. You consent to these practices concerning the Content.
f. Both parties acknowledge that compensation and fees are designed to remunerate us for our services and cover costs and expenses associated with operating our stock media marketplace, as well as executing the marketing and sale of licenses to Content.
g. Should any provision or portion of this Agreement, or its application to any Person or circumstance, be deemed invalid, illegal, or unenforceable to any extent, the remaining parts of this Agreement, such provision, and their application will not be affected. Instead, they will be interpreted without the unenforceable portion to preserve the original intent of the parties and remain enforceable to the fullest extent permitted by law.
h. This Agreement will be interpreted in accordance with the copyright laws of France and the French laws, without consideration of its choice of law provisions. The United Nations Convention on Contracts for the International Sale of Goods is not applicable to this Agreement. The rights granted herein, any upload or submission of Content, access to and use of the Website, and the entering into this Agreement will be deemed to occur in the United States.
i. In the event of any dispute arising from or related to this Agreement (including any upload, submission, distribution, or use of Content, any license granted by or to us, or access to or use of the Website) that the parties are unable to resolve after good faith negotiations, the matter will be subject to binding, confidential arbitration conducted in accordance with the dispute resolution rules and procedures of the Judicial Arbitration and Mediation Service (“JAMS”). The arbitration will take place in Paris, conducted in French by a single arbitrator well-versed in stock media licensing and copyright law. All documentation shall be presented and filed in French. Each party will equally contribute to the arbitrator and arbitration forum fees and expenses, and, unless expressly stated otherwise herein, will bear its own legal costs and fees. The arbitrator’s decision will be final and binding, and the judgment may be entered on the arbitration award and enforced by any court of competent jurisdiction. This section does not preclude or restrict our right to seek injunctive relief from a court of competent jurisdiction in the case of any actual or threatened breach of any provision of this Agreement causing irreparable harm. The parties agree that, notwithstanding any otherwise applicable statute of limitation, any arbitration proceeding must commence within two (2) years of the acts, events, or occurrences giving rise to the claim.
j. Where permitted by applicable law, you and Drone by Nature®️ agree that each may assert claims against the other only in your or our individual capacity and not as a plaintiff or class member in any purported class or representative action. Unless both you and Drone by Nature®️ agree, no arbitrator shall have the power to consolidate more than one person’s claims or preside over any form of a representative or class proceeding, or multiply actual damages or award punitive damages, and each party hereby irrevocably waives any claim to such damages.
k. You acknowledge and agree that you will be solely responsible (and we will have no responsibility whatsoever) for (i) every access to the Website occurring in conjunction with your registered Drone by Nature®️ user name or user ID and corresponding password (including access to the Website via FTP, API, or other modalities) or the registered Website user name or user ID and corresponding password of a Person who is your Representative and whom we reasonably believe has been authorized by you to access the Website or submit Content and/or Content Information, or who is accessing the Website or submitting Content and/or Content Information to us on your behalf, (ii) monitoring or supervising any log-ons and activity under your or any such Person’s Drone by Nature®️ User name, including the uploading of Content and Content Information, and (iii) the consequences of any of the foregoing. You further acknowledge and agree that we are authorized to accept your registered Website user name or any such Person’s registered Website user name or user ID and password as conclusive evidence that you wish to upload and submit Content and Content Information pursuant to this Agreement.
l. You shall promptly reimburse us for any reasonable attorneys’ fees and court costs incurred by us in enforcing this Agreement. We are also entitled to set off from payments of the amounts payable to you any amounts owed by you to us, along with reasonable legal fees and other expenses incurred in enforcing this Agreement.
m. The Drone by Nature®️ Parties, the Persons indemnified hereunder, and, concerning the Representations and Warranties outlined above, the relevant Content Users, are third-party beneficiaries of this Agreement. Nothing in this Agreement, whether express or implied, is intended to or shall confer upon any other third Persons any rights, benefits, or remedies of any nature whatsoever. Without limiting the generality of the foregoing, no provision herein shall be for the benefit of or enforceable by any creditor of any party hereto.
n. Except as otherwise specified herein, any notice required or allowed under this Agreement must be in writing and can be delivered by hand, through a nationally recognized overnight courier service, via email, or sent by registered or certified mail. Such notice should be addressed to Drone by Nature®️ at Drone by Nature®️, as indicated on the Website (www.dronebynature.com/policies), with a copy sent via email to support@dronebynature.com. Notices to you will be directed to the email address or contact information provided by the registered user of the Website.
o. This Agreement is personal to you and may not be assigned without our prior written consent. We reserve the right to assign this Agreement to any other party, provided such party agrees to be bound by its terms.
p. In addition to our Website Terms of Use, privacy policy, guidelines, and restrictions found on the Website where you upload Content, as modified by us at our sole discretion (collectively referred to as the “Website Terms”), and the Website form of Content License Agreement (all incorporated by reference into this Agreement, except where conflicting with the express terms of this Agreement), collectively constitute the entire agreement between the parties. This agreement supersedes and nullifies any prior agreements, whether express or implied, written or oral, regarding its subject matter. In the event of any inconsistency between this Agreement and the Website Terms, the terms of this Agreement will prevail. All covenants, terms, provisions, and agreements in this document will be binding on and inure to the benefit of the parties and, to the extent allowed by this Agreement, their respective heirs, legal representatives, successors, and permitted assigns. Your representations, warranties, obligations, and our rights and remedies outlined in this Agreement are cumulative and supplementary to your obligations and our rights and remedies at law or in equity. Failure to take action on a breach of any provision of this Agreement does not waive our entitlement to use our rights and remedies in any other situation where you breach this Agreement.
11. Agreement Acceptance
By clicking “I Agree” or expressing acceptance through other means, the individual taking such action agrees to be bound by this Agreement both personally and on behalf of you. If the acceptor is representing their employer or another entity identified as the registered Website user, and the employer or entity claims that the acceptor lacks the right, power, and authority to act on their behalf, the acceptor will be personally and jointly liable to us under the provisions of Section 5, irrespective of their classification as “you” in this Agreement. If the acceptor lacks such right, power, and authority or disagrees with these terms, they should refrain from accepting the Agreement and avoid uploading or submitting anything to the Website or us.
You confirm that you have perused this Agreement along with any additional agreements or terms incorporated by reference herein, comprehended its contents, and had the opportunity to seek independent legal advice before consenting to its terms.
v2024-03-31
