PLEASE READ THIS CONTRIBUTOR AGREEMENT CAREFULLY BEFORE USING THIS WEBSITE.
Thank you for utilising the NewzApp ("NewzApp", "we", “our”, or "us") website, newzapp.media (the “Site”) or the associated platform (“the Platform”) designed to operate on your mobile device. Our website and our related websites, networks, embeddable widgets, downloadable software, mobile applications (including tablet applications), and other services provided by us (together with the Platform and Site), constitute our service ("Service").
The NewzApp Service provides an online marketplace for you and other media content contributors ("Contributors") to upload video files (“Content”), onto an integrated platform where third parties, such as media organisations (the “Consumer”), can search, view, request, purchase, and/or download such Content.
This Contributor Agreement (the "Agreement") describes the rights that you grant to NewzApp in any photographs, pictures, images, moving images, videos, audio-visual materials, or other media that you upload, submit or otherwise provide to the Service, together with any associated information, tags, metadata, titles or releases obtained in connection therewith (collectively, the "Content") and governs the terms by which such Content is made available for licensing to Consumers via the NewzApp Service.
1. SUBMISSION OF CONTENT
Content License. – By uploading, submitting or otherwise providing any Content to the Service, you hereby grant NewzApp a perpetual, worldwide, exclusive and irrevocable right and license (without any obligations whatsoever on our part) to reproduce, copy, prepare derivative works incorporating, publicly display, perform, market, sublicense, sell and otherwise distribute such Content.
Contributor Credentials; Marketing and Promotional Activities. – You may supply us with the credential information for your Content, such as your name, a short biography, web site URL, or links to your social media accounts ("Contributor Credentials"). We may publish on the Service or otherwise make available to our Consumers your username or such Contributor Credentials in connection with your Content. You grant us a perpetual, non-exclusive, worldwide and royalty-free right and license, without payment of any compensation to you, to:
- Use your username and Contributor Credentials, including your name and likeness, in connection with your Content (including, without limitation, the right to grant such permission to our Consumers to do the same);
- Use your username, Contributor Credentials, and Content in connection with NewzApp's marketing or promotional activities; and
- You acknowledge and agree that we may, but are under no obligation to, advise Consumers to credit NewzApp as the exclusive distributor of your Content where crediting is customary.
Moral Rights. – In connection with this Section 2, you hereby waive any "moral rights" related to your Content, including:
- The right to be identified as the creator or author of your Content;
- The right to object to the modification of your Content;
- In addition, you acknowledge that we have no responsibility whatsoever for the compliance by Consumers or other third parties with the terms of any agreement that may be entered into between NewzApp and any such Consumer or third party; and
- You also agree that, notwithstanding any rights you may have to pursue any Consumer or third party at law, we shall have no liability to you, any Consumer, or any third party for any breach of said agreement or infringement or wrongful conduct by any such Consumer or third party.
Other Rights. – NewzApp also has the right (but not the obligation) to edit, resize, resample, convert, correct, crop or otherwise composite your Content to correct what we determine – in our sole discretion – to be an error, misleading statement, malfunction or omission or for purposes of facilitating the marketing, distributing, sale and licensing of your Content; provided that any screening, review, correction and/or editing of your Content performed by us is done as a courtesy only, and we will have no liability whatsoever therefor or for any failure to perform the same.
3. CONTRIBUTOR COMPENSATION
Pay-Per-Download. – NewzApp shall pay you a fixed rate of 50 percent (50%) of the sale price for each unique download by a Consumer of your Content. These fixed rates shall apply to unique downloads; if a single Consumer downloads the same item of Content more than once, you will be paid once only.
Payment Terms. – Without limiting Sections 3.A above, all payments made to you under this Agreement (the "Contributor Fees") shall be governed by the following terms:
If you are a "United States Person" as said term is defined by the IRS, and you receive Contributor Fees exceeding five hundred dollars ($500) in a fiscal year, you must submit a signed and completed IRS Form W-9 to NewzApp for NewzApp to make any further payments to you. You will receive an email containing instructions on how to download and submit this IRS form to us.
- Foreign persons might be subject to United States income tax on income they receive from United States sources. If you are a "Foreign Person" as said term is defined by the IRS, a signed and completed IRS Form W-8 must be submitted to NewzApp in order for you to claim a reduced rate of, or exemption from, withholding as a resident of a foreign country with which the United States has an income tax treaty. You will receive an email containing instructions on how to download and submit this IRS form to us; and
- Whenever possible, payments to Contributors will be issued within 24 business hours following each unique download of your Content. Payments are automatic and do not need to be requested. If you are credited with a download or downloads and NewzApp for any reason thereafter issues a refund to the Consumer(s) that downloaded your Content, NewzApp shall have the right to deduct such refunded amounts from your future Contributor Fees. Notwithstanding the foregoing, we may delay any payment to you until we have received the information and documentation pursuant to Section 3 above or which we reasonably determine is necessary to verify your identifying information and comply with legal requirements.
To the extent determined by us to be appropriate, payment of the Contributor Fees will be net of:
- Taxes or other withholdings that we determine are required by applicable law;
- Bad debts or other uncollectible sums;
- Legal and other reasonable fees incurred in enforcing this Agreement or any other Agreement between you and NewzApp;
- 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 U.S. Dollars;
- Refunded payments for your Content; and
- Any amounts owing by you to us under this Agreement or otherwise. Without limiting the generality of the foregoing, we are entitled to set-off against any amount owing to you, all amounts to which we are or may be entitled under this Agreement, any other 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 under this Agreement.
4. REPRESENTATIONS AND WARRANTIES
You are solely responsible for your Content and the consequences of uploading, submitting or otherwise providing your Content. By uploading, submitting or otherwise providing Content, you affirm, represent, and warrant that you:
- Have the legal capacity and authority to enter into this Agreement;
- Are the creator and owner of, or have the necessary licenses, rights, consents, and permissions, to use and to authorise NewzApp and its Consumers to use and distribute your Content as necessary to exercise the licenses granted by you in Section 2 and in the manner contemplated by the Service; and
- Have not granted any rights or licenses to your Content or any other intellectual property or technology or entered into any other agreement or commitment that would conflict with this Agreement.
Your Content, and the use of your Content as contemplated by this Agreement, does not and will not:
- Infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right;
- Slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; and
- Cause NewzApp to violate any law or regulation.
- To the Shoot Better Videos guidelines, which are hereby incorporated into and made part of this Agreement by reference.
- That all information provided to us by you is accurate and complete, including but not limited to all information relating to or associated with your Content, and you agree to update such information as is necessary for such information to continue to be accurate and complete.
- That no portion of your Content contains any disabling mechanism or protection feature designed to prevent its use, copying or enjoyment in the manner contemplated in this Agreement, and your 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 Service, including without limitation the Site and the App, or any other hardware or computer system or software, or which would otherwise render inaccessible or impair the use of any of the same in any way.
- That you have used all reasonable efforts to provide the information necessary to enable the effective marketing of your Content on the Service, and such information is accurate, complete and not misleading in all material respects and does not include any false, misleading or inapplicable metadata, and to the extent that after submission of your Content you learn of anything to the contrary, you will promptly update and correct such information provided to us.
- That your Content has not been obtained, created or submitted to us under this Agreement in violation of any law; and
- Your Content is not subject to any terms or conditions that might be breached by your Content being used, distributed or licensed by us as contemplated under this Agreement.
If after the submission to us of any Content, you receive any notice or otherwise learn that any of the representations made by you in this Agreement were not accurate and complete, or are no longer are accurate and complete, in all material respects or of any claim by a third party to the effect of the foregoing, you will promptly provide us with written notice all relevant facts regarding the same and if appropriate, remove your Content from the Service.
You agree to defend, indemnify and hold NewzApp and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (together, the "NewzApp Entities), and our Consumers, harmless from and against any and all damages, liabilities, costs and expenses (including reasonable legal fees and costs) arising out of or relating to any claim, action or proceeding by a third party relating to or arising directly or indirectly out of:
- A claim that if proven would constitute a breach by you of this Agreement or any representation, warranty, or obligation contained herein; and/or
- A claim that if proven would constitute a failure to fulfil any responsibility or obligation assumed by you under this Agreement, and/or
- A claim that a use of or other action regarding your Content by us or by a Consumer as contemplated under this Agreement infringes, misappropriates, or violates any copyright, trademark, trade secret, moral right, right of publicity or privacy or other intellectual property right of a third party, defames a third party or otherwise gives the right of a tort action by a third party.
6. CLAIMS AGAINST CONSUMERS AND OTHER THIRD PARTIES
While NewzApp takes commercially reasonable steps to ensure that the rights of its Contributors are not violated by Consumers or other third parties, NewzApp has no obligation to pursue legal action against any alleged infringer of any of your rights in and to your Content. You hereby grant NewzApp the right and authority to bring any lawsuit and/or take any action as NewzApp deems appropriate to protect NewzApp's rights in your Content. We will have no obligation whatsoever or authority to make any claim, bring any lawsuit or take any action regarding an infringement or claimed infringement of any intellectual property or other rights relating to your Content by any third party who is not a Consumer or believed by us to be a Consumer.
7. TERM AND TERMINATION
NewzApp has the right to refuse to accept or to remove your Content from the Service at any time and for any reason. Content will be removed if NewzApp believes that your Content will subject NewzApp Entities to legal action or if your Content violates the terms of this Agreement, the Terms of Service or any other agreement that you have with NewzApp.
NewzApp has the right to refuse to establish an account, or to close any existing account, for fraud, intellectual property infringement, violation of a third party's rights including those of privacy or publicity, submission of material that is obscene in nature or that might be construed as defamatory, failure to comply with the [NewzApp Submission Guidelines] as may be amended from time to time, for any breach of the terms of this Agreement or any other agreement that you have with NewzApp, or for convenience.
NewzApp will terminate your account no later than ninety (90) days following its receipt of a written request from you. You Content may continue to be marketed by NewzApp until such time as your account has been terminated.
Notwithstanding anything else set forth in this Section 7, the licenses granted by you under this Agreement to your Content, shall remain in full force and effect under the terms of such license and shall survive the termination of your account and/or the removal of your Content.
If your account is terminated for any reason, you must obtain written authorisation from NewzApp prior to establishing another account. You may not have more than one active contributor account at any time without the written consent of NewzApp in each instance. If such consent is granted, you may not submit identical Content to more than one account.
The terms and provisions of 2 through 12 shall survive termination or expiration of this Agreement for any reason.
8. DISCLAIMER OF WARRANTIES
THE SERVICE IS PROVIDED BY NEWZAPP ON AN "AS IS" BASIS, WITHOUT REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND WHATSOEVER, EITHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WE DISCLAIM ANY REPRESENTATION OR WARRANTY THAT THE SERVICE SHALL MEET YOUR REQUIREMENTS, ALWAYS BE AVAILABLE, WILL BE UNINTERRUPTED, SECURE, FREE OF VIRUSES OR SIMILAR CONTAMINATION, OR OPERATE WITHOUT ERROR; THAT INFORMATION OR MATERIALS INCLUDED ON THE SERVICE WILL BE ACCURATE; OR THAT CONSUMERS OR OTHER THIRD PARTIES WILL PERFORM THEIR OBLIGATIONS AS PROMISED TO YOU OR TO NEWZAPP. SOME US STATES AND FOREIGN 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 STATE OR NATIONAL PROVISIONS.
9. LIMITATION OF LIABILITIES
YOU ASSUME ALL RESPONSIBILITY AND RISK FOR USE OF OUR SERVICE, INCLUDING ANY OF THE CONTENT OR INFORMATION CONTAINED THEREIN. YOU AGREE THAT NEWZAPP IS NOT LIABLE FOR ANY LOSS OR DAMAGE TO ANY CONTENT OR MATERIAL SUBMITTED TO THE SERVICE, INCLUDING WITHOUT LIMITATION YOUR CONTENT, AND YOU ARE REQUIRED TO MAINTAIN YOUR OWN BACKUP FILES FOR ANY CONTENT UPLOADED, SUBMITTED OR OTHERWISE PROVIDED TO US.
NEWZAPP SHALL NOT BE 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 OR PROCEEDING ARISING UNDER THIS AGREEMENT OR RELATING TO OR ARISING OUT OF YOUR USE OF THE SERVICE OR SUBMISSION OF ANY CONTENT; OR
- ANY DAMAGES, COSTS, LOSSES, PROCEEDING OR LOST ROYALTIES OR PROFITS WHATSOEVER RELATING TO OR ARISING OUT OF ANY USE, COPYING, MODIFICATION, DISPLAY, PERFORMANCE, DISTRIBUTION THEREOF OR OTHER ACTION BY ANY CONSUMER OR ANY OTHER THIRD PARTY, OR RELATING TO THE RESULTS FROM THE USE THEREOF OR OTHERWISE, IN EACH CASE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES, WHETHER THE ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE. 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.
NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, THE TOTAL MAXIMUM AGGREGATE LIABILITY OF NEWZAPP UNDER THIS AGREEMENT OR RELATING TO OR ARISING OUT OF THIS AGREEMENT, YOUR USE OF THE SERVICE, YOUR SUBMISSION OF ANY CONTENT OR ANY OTHER AGREEMENT (REGARDLESS OF THE AMOUNT OF CONTENT YOU SUBMIT TO US) SHALL BE LIMITED TO AN AGGREGATE OF ONE THOUSAND ($1,000) U.S. DOLLARS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, PROVIDED THAT THIS LIMITATION WILL NOT APPLY TO THE FEES THAT ARE EXPRESSLY PAYABLE TO YOU HEREUNDER.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. ACCORDINGLY, THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
NO ACTION, REGARDLESS OF FORM, ARISING UNDER THIS AGREEMENT OR RELATING TO OR ARISING OUT OF YOUR USE OF OUR SERVICE OR YOUR SUBMISSION OF ANY CONTENT OR ANY OTHER AGREEMENT MAY BE BROUGHT BY YOU MORE THAN ONE YEAR AFTER THE CAUSE OF THE ACTION OCCURRED.
NEWZAPP 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 CAUSE, WHICH IS BEYOND OUR REASONABLE CONTROL
YOU ACKNOWLEDGE AND AGREE THAT:
- THE FEES FOR THE USE OF YOUR CONTENT REFLECT AND ARE SET IN RELIANCE UPON THE ALLOCATION OF RISK AND THE LIMITATIONS OF LIABILITY SET FORTH IN THIS AGREEMENT; AND
- THE LIMITATIONS OF LIABILITY HEREIN ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE AGREEMENT BETWEEN YOU AND NEWZAPP.
10. MISCELLANEOUS PROVISIONS
Independent Contractors. – The parties to this Agreement are independent contractors, and nothing in this Agreement or the rights granted herein, any upload or submission of Content or access to or use of the Service shall create a joint venture, partnership, employment relationship, or franchise or fiduciary relationship between the parties.
Information Audit. – Upon reasonable notice, you will promptly allow us to inspect and provide us with information or documentation requested by us relating to:
- The creation of any Content;
- Clearances or releases that have been obtained for any of any Content; and/or
- Licenses, agreements or instruments relating to ownership of or rights to any Content; and/or
- You also consent to us providing any of the same you have provided to us to Consumers or prospective Consumers.
Governing Law. – This Agreement is governed by the laws of the [NAME OF STATE AND/OR COUNTRY IN HERE] without regard to conflict of law principles. If a lawsuit or court proceeding is permitted under this Agreement, then, unless another location is expressly specified in this Agreement, you and NewzApp agree to submit to the personal and exclusive legal jurisdiction of [NAME OF STATE AND/OR COUNTRY IN HERE] for the purpose of litigating any dispute. We operate the Service from our Registered Business Address in [NAME OF STATE AND/OR COUNTRY IN HERE], and we make no representation that the Service is appropriate or available for use in other locations.
Modification of this Agreement. – NewzApp reserved the right, at our sole discretion, to change this Agreement on a going-forward basis at any time. Please check this Agreement periodically for changes. If a change to this Agreement materially modifies your rights or obligations, we will use reasonable efforts to notify you of the change, such as through sending an email to any address you used to register an account, through a pop-up window on the Service, or other similar mechanism. Any material modifications to this Agreement will be effective upon the earlier of your first use of the Service with actual notice of such change or thirty (30) days from posting of such change, provided that:
- Any Content that you upload, submit or otherwise provide to us under this Agreement shall be governed by the version of the Agreement that was in effect at the time of such submission; and
- Any disputes arising under this Agreement will be resolved in accordance with the version of this Agreement that was in effect at the time the dispute arose. Immaterial modifications shall be effective upon publication. If you do not agree to the modified Agreement, your sole and exclusive remedy is to terminate your account and you may no longer use the Service.
11. DISPUTE RESOLUTION AND ARBITRATION
Generally. – In the interest of resolving disputes between you and NewzApp in the most expedient and cost-effective manner, you and NewzApp agree that every dispute arising in connection with this Agreement will be resolved by binding arbitration. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. Our agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of this Agreement, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of this Agreement. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND NEWZAPP ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
Despite the provisions of Section 11, we both agree that nothing in this Agreement will be deemed to waive, preclude, or otherwise limit the right of either of us to:
- Bring an individual action in small claims court;
- Pursue an enforcement action through the applicable federal, state, or local agency if that action is available;
- Seek injunctive relief in a court of law; or
- To file suit in a court of law to address an intellectual property infringement claim.
Arbitration. – Any arbitration between you and NewzApp will be governed by the standing commercial dispute resolution procedures and any supplementary procedures for consumer related disputes of [NAME OF STATE AND/OR COUNTRY IN HERE].
Notice and Process. – A party who intends to seek arbitration must first send a written notice of the dispute to the other, by certified mail or Federal Express (signature required), or if we do not have a physical address on file for you, by electronic mail ("Notice"). NewzApp's address for Notice is:
NewzApp Media Inc.
Registered Street Address
Registered city or suburb
Registered State and Zip/Post Code
The Notice must:
- Describe the nature and basis of the claim or dispute; and
- Set forth the specific relief sought ("Demand").
NewzApp agrees to use good faith efforts to resolve the claim directly, but if we do not reach an agreement to do so within Thirty (30) days after the Notice is received, you or NewzApp may commence an arbitration proceeding.
During the arbitration, the amount of any settlement offer made by you or NewzApp must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If our dispute is finally resolved through arbitration in your favour, NewzApp will pay you the lowest of the following:
- The amount awarded by the arbitrator, if any; or
- The last written settlement amount offered by NewzApp in settlement of the dispute prior to the arbitrator's award; or
Fees. – If you commence arbitration in accordance with this Agreement, the payment of any fees will be decided by the legal jurisdiction of [NAME OF STATE AND/OR COUNTRY IN HERE]. Any arbitration hearing will take place at a location to be agreed upon by all parties, but if the claim is for US$10,000 or less, you may choose whether the arbitration will be conducted:
- Solely on the basis of documents submitted to the arbitrator;
- Through a non-appearance based telephone hearing; or
- By an in-person hearing as established by the legal jurisdiction of the [NAME OF STATE AND/OR COUNTRY IN HERE].
If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose then the payment of all fees will be governed by the legal jurisdiction of the [NAME OF STATE AND/OR COUNTRY IN HERE]. In that case, you agree to reimburse NewzApp for all monies previously disbursed by it. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within fourteen (14) days of the arbitrator's ruling on the merits.
No Class Actions. – YOU AND NEWZAPP AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and NewzApp agree otherwise, the arbitrator may not consolidate more than one person's claims; and may not otherwise preside over any form of a representative or class proceeding.
Modifications. – If NewzApp makes any future change to this arbitration provision (other than a change to NewzApp's address for Notice), you may reject the change by sending us written notice within thirty (30) days of the change to NewzApp's address for Notice, in which case your account with NewzApp will be immediately terminated and this arbitration provision, as in effect immediately prior to the amendments you reject will survive.
If Section 11 is found to be unenforceable, then the entirety of this Section 11 will be null and void and, in that case, the parties agree that the exclusive jurisdiction and venue described in Section 10 regarding “Governing Law” will govern any action arising out of or related to this Agreement.
14. CONSENT TO ELECTRONIC COMMUNICATIONS
15. CONTACT INFORMATION
The Service is offered by NewzApp Media Inc. located at:
NewzApp Media Inc.
Registered Street Address
Registered city or suburb
Registered State and Zip/Post Code
You may contact us by sending correspondence to that address or by emailing us at email@example.com
Last updated: September 2018.