This Terms of Service (hereinafter “TOS”) is entered into between RINGIER DIGITAL MARKETING (hereinafter “Ringier”) and yourself (hereinafter “Contributor”), effective as of your execution and submission of this TOS by clicking the “I Agree” box or “Submit Application” link after reading this TOS (the “Effective Date”).
The Contributor acknowledges that this TOS is a legally binding, enforceable contract with the same force and effect as a traditional paper document signed in ink.
(All referred to as “Parties” and individually as “Party”. Uses of “you” and “your” in this TOS refers to the Contributor herein)
• Ringier owns and operates the Ringier Nigeria website located at www.snapaya.com or other Ringier controlled URL through which you access this TOS (hereinafter the “Website”);
• This TOS applies to Contributors who upload their photographs, images, vectors, moving images, animations, films, videos, audio-visual works or other media together with any associated keywords, metadata and/or titles (collectively referred to as ‘the Content’) submitted by you to the Ringier platform and transfer their rights to Ringier in exchange for a percentage of the money made off the sale of any Contributions.
• This TOS describes and controls your legal relationship with Ringier, the rights you are granting to Ringier in any of ‘the Content’, and the uses Ringier may make of the Content.
In consideration of all the conditions contained herein, the parties hereto agree as follows:
GRANT OF RIGHTS
• The Contributor agrees that by submitting any Content to Ringier, you grant to Ringier a worldwide, non-exclusive right and license to reproduce, prepare derivative works incorporating, publicly display, sub-license, sell, advertise and market any Content uploaded by you and accepted by Ringier, in any and all media now known or hereinafter devised, until this TOS is terminated as herein provided.
• The Contributor hereby grants permission to Ringier to add, modify or remove information related to a Content in order to manage and license such Content.
• The Contributor hereby agrees that each Content shall be original and solely created by the Contributor.
• The Contributor hereby grants Ringier a worldwide, non-exclusive right to use your name, display name and Content in connection with Ringier’s marketing and promotional activities without the payment of any compensation to you. Ringier, in the exercise of its discretion, may refrain from any or all of the foregoing without any liability to you.
• Ringier shall have the right, but not the obligation, to license all Content to its customers for use in accordance with license agreements entered into by Ringier, including but not limited to Ringier Terms of Service License Agreements (collectively, “Licenses”).
• Without further obligation to you, and without limitation, Ringier shall have the right to reproduce, publish, sell, perform, distribute, display, exhibit, edit, change, add to, take from, translate, reformat, make derivative works from, or reprocess the Contribution in any manner.
• Ringier may, but is not obligated to, provide attribution to you in connection with any Content or to display, use or otherwise exploit any Content.
• The copyrights in all the Contents remain with the copyright owner, and nothing in this TOS shall be construed as a transfer of copyright to Ringier. However, by submitting Contents to Ringier, you expressly waive any artists’ authorship rights or any moral rights that you would otherwise have under the Copyright Act Laws of Federation of Nigeria (LFN) CAP C28 2004 t or similar laws of any jurisdiction, so that customers may use your Content in accordance with the Licenses issued by Ringier.
• Upon request by Ringier, you agree to promptly provide Ringier with such documents and agreements as may be required to give lawful effect to and confirm your representations, warranties, and covenants under this TOS, including material and location releases and assignments.
• The Contributor agrees to provide a valid and accurate model releases for all Contributions made to Ringier that in Ringier’s opinion contains an identifiable face or human figure or other identifiable attributes including, without limitation, voice, appearance, or likeness.
• The Contributor agrees to provide a valid accurate property release to Ringier for all Contributions that require such release, to be determined by Ringier.
• Contributions without a release that depicts an identifiable person and/or requires a property release may be accepted for “Editorial Use Only” by Ringier in its sole discretion.
• The Contributor agrees to be solely responsible for retaining all original releases and maintaining complete and accurate release records.
• The Contributor agrees that the submission of falsified, inaccurate or otherwise defective model releases is a material breach of this TOS. Releases submitted by you shall not contain any terms inconsistent with this TOS, or with any applicable law.
• The Contributor agrees that Ringier may furnish copies of releases to customers, as necessary, in order to respond to any potential or actual legal action, to comply with applicable laws, regulations, and/or union reporting requirements, or any other reason Ringier deems reasonable in its sole discretion.
• The Contributor agrees that all Content submitted by you for “Editorial Use Only” shall faithfully depict the subject and be accompanied by accurate titles and keywords. You also understand and agree that certain “Editorial Use Only” Content may require an attestation of authority from a third party granting Contributor’s right to record such Contribution (a “Credential”). You will provide Ringier with evidence of such Credentials upon request.
• The Contributor agrees that Ringier may permit Content designated “Editorial Use Only” to be used in a non-Editorial manner at Ringier’s sole discretion (e.g., Ringier may permit a customer to use Content designated “Editorial Use Only” for commercial purposes where the customer obtains the necessary rights and clearances for such use).
• The Contributor agrees to provide true and complete information relating to your Ringier account and Content, including but not limited to information relating to the date, location and equipment used in connection with creation of the Content
• Ringier 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, artificially inflating downloads, submission of material that is obscene in nature, violent or that might be construed as defamatory, failure to comply with Ringier’s guidelines as may be amended from time to time, for any breach of the terms of this or any other agreement that you have with Ringier, or for convenience.
• Ringier will terminate your account no later than ninety (90) days following its receipt of a written request from you. For the sake of clarity, before the termination of your account is made effective by Ringier, Contents will remain available for license by Ringier customers. Notwithstanding the foregoing, in the event that Ringier materially modifies the TOS and does not provide you with prior notice, you may terminate your account within thirty (30) days of the effective date of such modifications.
• You may remove Contents from your account at any time, provided that in any ninety (90) day period, you removes no more than:
• 100 items of Content; and 10% of your Content, whichever is greater.
• If your account is terminated for any reason, you must obtain written authorization from Ringier prior to establishing another account. You may not have more than one active contributor account at any time without the written consent of Ringier in each instance.
• You may not submit identical Contents to more than one account without the prior written consent of Ringier.
• Ringier has the right to refuse to accept or to remove Content from the Ringier Websites for any reason. Ringier will remove Contribution if Ringier believes that such Contribution may (in Ringier’s sole discretion) subject Ringier or any of its officers, managers, directors or employees to legal action or if the Contents violates this TOS.
Notwithstanding the foregoing and subject to Ringier’s discretion, Contribution removed by you or opted out by you for any reason may be available for license to those customers that previously downloaded “comp” versions of the removed Content .
• Ringier shall use reasonable efforts to cause Content removed from or opted out from Ringier Websites to be removed from the websites of any Ringier affiliates or partners (including co-branded websites) within ninety (90) days of the removal of the subject Content from the Ringier Websites.
• Licenses issued by Ringier for any Content that is later removed from the Ringier Websites will remain in full force and effect.
• Ringier may advertise and/or market Contents on social media platforms including Facebook, Instagram, Tumblr, Twitter, and similar sites and the applications related thereto.
• Unless you opt out, Ringier shall have the right to license Content in accordance with a Premier License (or the equivalent). The Premier License includes “Sensitive Use” rights. Sensitive Uses are those uses that depict a person in a manner that a reasonable person might consider offensive, controversial or unflattering.
• Ringier will not license Contents for use in connection with any matter that is pornographic, defamatory or deceptive, or in a manner that could be considered libellous, obscene, immoral or illegal in nature.
• Contributor agrees to follow Ringier Content Guidelines and Forum Guidelines if any. Submission of content which do not adhere to the said Guidelines, if any, may result in the termination of your Ringier account.
• Ringier shall split earning 50/50 for each unique download of a Content for which Ringier receives payment.
Please note that there may be a reporting delay for customer downloads reflected in your Ringier contributor account.
• Royalty payments and accompanying statements will be issued monthly, on or about the last day of each month, for the previous month’s downloads. Payments are automatic and do not need to be requested, but can be requested if needed.
• There is no minimum pay-out rate.
• Ringier may recoup royalties paid to you in connection with refunds issued by Ringier by deducting applicable royalties credited to your account. Credit/Debit card charge-backs will be treated in the same manner as refunded subscriptions. Ringier does not deduct the amount credited to your account for refunds and charge-backs in connection with any license, but it reserves the right to change this policy at any time. Such change shall not constitute a material modification to this TOS. Ringier shall notify you of any such change with an announcement on your login page.
• If Ringier makes an overpayment of royalties or other compensation to you for any reason, Ringier shall have the right to deduct the amount of such overpayment from your accrued royalties or to demand the immediate repayment of such overpaid royalties or other compensation.
• If you receive payments through an online payment processing service (e.g., PayPal or Interswitch) you may not share your online payment processing service account with another Ringier contributor. Ringier’s obligation to make payment to you hereunder shall be fulfilled by making payment to the online payment processing service designated by you.
• If you refer other contributors to Ringier and the said contributor identifies you to Ringier as the referring party pursuant to Ringier’s referral program, you will be paid a royalty as set forth on the Earnings Schedule. Any referrer royalties credited to your account from a subscription that is later refunded or charged back to Ringier will be deemed to be an overpayment of royalties to you. Ringier reserves the right to withhold payments due to you under the Ringier referral program for up to 90 days from the date the referred contributor establishes its Ringier account.
• If the Contributor refers a customer to Ringier and the customer identifies you to Ringier as the referring party, your royalty account will be credited as specified on the Earnings Schedule. You will not receive a royalty for any renewals or subsequent purchases by the customer you referred. Any referrer royalties credited to your account from a subscription that is later refunded or charged back to Ringier will be deemed to be an over-payment of royalties to you. Ringier reserves the right to withhold payments due to you under the Ringier referral program for up to 90 days from the date the referred customer establishes its Ringier account.
INTELLECTUAL PROPERTY RIGHTS
• For the purposes of this TOS, Intellectual Property Rights (“IPR”) includes all common law or registered trademarks, logos, service marks, trade names, Internet domain names, copyrights, designs, or other indications of origin, or creations now or in the future, used by Ringier.
• Nothing contained herein grants or shall be construed to grant you any rights to use any Ringier’s IPR.
• You agree that you will not use Ringier’s trademarks in any manner that might tarnish, disparage, or reflect adversely on such trademarks or Ringier. You also agree not to contest or otherwise challenge (e.g., in any legal action or otherwise), or assist or encourage any other person or entity to contest or challenge, the validity of any of Ringier’s IPR’s or the trademark rights claimed by Ringier.
• You agree that you will not use any Ringier trademarks or any variant thereof including misspellings as a domain name or as part of a domain name regardless of the top-level domain, as part of a blog name or social media handle or channel, or as a meta-tag, keyword, or any other type of programming code or data.
• You may not at any time, adopt or use, without Ringier’s prior written consent any word or mark which is similar to or likely to be confused with Ringier’s trademarks.
• The appearance of the Ringier websites, including all page headers, custom graphics, button icons, and scripts, is the trade dress and/or trademark or service mark of Ringier and may not be copied, imitated or used, in whole or in part, without the prior written consent of Ringier.
• You may not frame or hotlink to the Ringier Websites or to any item of Contribution other than your own without the prior written consent of Ringier.
• All rights in and to Ringier’s IPR’s not expressly granted to you hereunder are reserved by Ringier.
COPYRIGHT INFRINGEMENT CLAIMS
• You hereby grant Ringier the right and authority to take such steps as Ringier deems commercially reasonable to protect Ringier’s rights in the Content.
• In the event that you believe Content has been misused, you shall take no action without providing notice of such misuse to Ringier and receiving Ringier’s prior written consent to such action.
• While Ringier takes commercially reasonable steps to ensure that the rights of its Contributors are not violated by customers or other parties, Ringier has no obligation to pursue legal action against any alleged infringer of any of your rights in and to any Content.
REPRESENTATIONS AND WARRANTIES
You represent and warrant that:
• You have the full right, power and authority to enter into this agreement and to fully perform all of your obligations hereunder
• You are under no legal disability or contractual restriction that prevents you from entering into this agreement
• You are at least 18 years of age;
• The Content and all parts thereof are owned and/or controlled by you, unencumbered and original works and are capable of copyright protection in all countries where copyright or similar protection is available
• If the Content contains sound recordings, music and/or lyrics, you own or have acquired all rights to use such sound recordings, music and/or lyrics from the owner of the copyright in such sound recordings, music and/or lyrics
• If the Content consists in whole or in part of design elements, fonts, clipart, vectors, brush tools and the like that are included in design programs (e.g., Photoshop, Daz, Illustrator), the end user license agreement, terms of service or the equivalent license held by you permits you to incorporate such elements in the Content created by you, and to license such Content to Ringier for the purposes set forth herein
• The Content is neither obscene nor defamatory, does not violate any applicable laws and/or regulations, and does not infringe the copyright or any other rights of any third party, including, without limitation, trademark rights and the rights of privacy and publicity
• You possess valid Credentials for each item of “Editorial Use Only” Content for which credentials may be required
• There is no suit action or claim or other legal or administrative proceeding now pending or threatened which might directly or indirectly affect the Contribution or which might in any way impair the rights granted by you hereunder
• You will not transmit unsolicited emails or engage in “spamming” to publicize or promote your relationship with Ringier or the sale of your Content – nor will you advertise or otherwise publicize your relationship with Ringier, nor will you use Ringier’s Trademarks through the use of search engine advertising and/or marketing.
• You acknowledge that such advertising and/or marketing might infringe on the Intellectual Property rights of Ringier and/or third parties. In addition to its other rights and/or remedies under this TOS, Ringier shall be under no obligation to pay you any referral fees or other compensation if you violate the terms of this subparagraph.
• Ringier represents and warrants that
• It has the power and authority to enter into this agreement and to fully perform all of its obligations hereunder
• Upon making or learning of any claim that is inconsistent with any of the warranties or representations made by you, Ringier may send you written notice of such claim, using the email address provided by you to Ringier, specifying the details of the claim as then known to Ringier
• Pending the determination of such claim, Ringier may withhold from royalties and/or other compensation due to you hereunder, such sums as are reasonably related to the probable value of the claim as determined by Ringier. You will cooperate fully with Ringier in the defence of any such claims. You may participate in the defence of any claim through counsel of your choice at your own expense
• By submitting any Content to Ringier, you acknowledge that you will acquire certain confidential and proprietary information, including but not limited to royalty rates, royalty payments and earnings data (collectively, “Confidential Information”). You agree to keep Confidential Information confidential and to not disclose Confidential Information to any third party other than representatives, agents, attorneys, accountants, auditors and advisors with a bona fide need to know, who shall first agree to keep the terms confidential or by order of court
• You agree to indemnify and hold Ringier, its subsidiaries, affiliates, licensees and assigns, and its directors, officers, agents, employees and shareholders, harmless from and against any and all claims, losses, liabilities, damages, judgments, costs and expenses (including reasonable attorneys’ fees and disbursements) arising out of any breach or claimed breach of any of your representations or warranties or any of your obligations under this TOS.
• Ringier shall indemnify and hold you harmless from and against any and all claims, losses, liabilities, damages, judgments, costs and expenses (including reasonable attorneys’ fees and disbursements) arising out of any breach or claimed breach of any of Ringier’s representations or warranties or any of Ringier’s obligations pursuant to this TOS.
• If Ringier is the indemnifying party, it shall defend such claims, control litigation, and settle claims in its sole discretion. If a settlement creates a financial obligation for you, it shall require your written consent, which you will not unreasonably withhold or delay. If you are the indemnifying party, Ringier shall have the right but not the obligation to assume control of any litigation.
• When indemnification is sought due to a legal claim by a third party, the indemnified party shall:
Promptly notify the indemnifying party of the claim. If the indemnified party does not notify the indemnifying party, the indemnifying party must still meet its indemnification obligations under this TOS, unless the failure to notify causes material prejudice to the indemnifying party;
Give the indemnifying party the opportunity to defend the claim with counsel reasonably acceptable to the indemnified party. Counsel that is acceptable to indemnifying party’s errors and omissions insurance carrier shall be deemed to be acceptable to indemnified party. The indemnified party agrees to cooperate with the indemnifying party in the defence of any claim, at the indemnified party’s expense. If for any reason the indemnifying party does not elect to or fails to defend a claim, the indemnified party may do so at the indemnifying party’s sole expense.
• The relationship of the parties is that of independent contractors. There is no relationship of partnership, joint venture, employment, franchise or agency created hereby between the parties.
• This TOS contains the entire understanding of the parties with respect to the subject matter covered herein and supersedes any prior agreements with respect to such subject matter.
• This TOS shall be binding upon and shall inure to the benefit of each party and their respective legal representatives, successors in interest and permitted assigns.
• Ringier will not be liable for any damages, including actual, indirect, special, or consequential damages arising from the submission or use of your Contribution or the termination of your Contributor Account.
• Ringier reserves the right to modify these terms at any time by an announcement on your login page. You agree to be bound by all such changes. If you do not agree with any of the changes, please remove from Ringier, pursuant to the terms herein, all or that portion of your Contribution to which you do not wish the changes to apply.
• Ringier reserves the right to use one of its’ contributors image for the free pic of the week deal, but only once a year.
• In the event that you breach any of the terms of this or any other agreement with Ringier, Ringier shall have the right to terminate your account without further notice, in addition to Ringier’s other rights at law and/or equity.
• It is expressly understood and agreed that this TOS is entered into solely for the mutual benefit of the parties herein and that no benefits, rights, duties, or obligations are intended by this TOS as to third parties.
• If any term of this TOS is found to be unlawful, void, or for any reason, unenforceable, by any legal or regulatory body or court of competent jurisdiction, then the affected term shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any other terms.
GOVERNING LAW AND DISPUTE RESOLUTION
• The validity, interpretation and enforcement of this TOS, matters arising out of or related to the TOS or its making, performance or breach, and related matters shall be governed by the Laws of the Federal Republic of Nigeria.
• In the event of a dispute between the Parties arising out of this TOS, the Parties shall first of all endeavour to reach an amicable settlement.
• If parties fail to settle the dispute amicably within ten (10) days of holding consultations after the dispute arises, parties agree to submit to the exclusive jurisdiction of the Nigerian courts for the determination of any dispute between them concerning THE validity, interpretation and enforcement of this TOS, or matters arising out of, or related to this TOS, or may seek other Alternative Dispute Resolution techniques.