HE FOLLOWING IS A LEGALLY BINDING AGREEMENT BETWEEN YOU AND PICOLIB IMAGE BANK. ("PICOLIB"). PLEASE READ THE AGREEMENT CAREFULLY AND BE SURE YOU UNDERSTAND IT FULLY. THIS AGREEMENT WHICH MAY BE AMENDED FROM TIME TO TIME DESCRIBES AND CONTROLS YOUR LEGAL RELATIONSHIP WITH PICOLIB, THE RIGHTS YOU ARE GRANTING TO PICOLIB IN ANY PHOTOGRAPHS, IMAGES, VECTORS, VIDEOS OR OTHER MEDIA SUBMITTED BY YOU TO PICOLIB ("SUBMITTED CONTENT") AND WHAT USES PICOLIB MAY MAKE OF THE SUBMITTED CONTENT. THIS ELECTRONIC DOCUMENT ALSO EXPLAINS YOUR OBLIGATIONS TO PICOLIB AND PICOLIB'S OBLIGATIONS TO YOU, INCLUDING THE OBLIGATION TO PAY YOU AS HEREINAFTER SET FORTH.

PICOLIB MAINTAINS A ROYALTY FREE STOCK MEDIA LICENSING SERVICE. PICOLIB'S SUBSCRIBERS PAY A STRUCTURED FEE TO LICENCE CONTENT FROM THE PICOLIB.COM WEBSITE. SUBSCRIBERS MAY MAKE BROAD USE OF SUCH DOWNLOADED CONTENT FOR SAID FEE AND ARE UNDER NO OBLIGATION TO INFORM PICOLIB OR YOU OF THE USES MADE OF ANY SUBMITTED CONTENT.

By submitting any content to PICOLIB, you hereby grant PICOLIB, a worldwide, non-exclusive right and Licence to reproduce, prepare derivative works incorporating, publicly display, market, subLicence and sell any Submitted Content uploaded by you and accepted by PICOLIB, during the term of this agreement. PICOLIB, in the exercise of its discretion, may refrain from any or all of the foregoing without any liability to you. You expressly waive any artist(s) authorship rights that you would otherwise have under the laws of the South African or International Copyright Act(s) or similar laws of any jurisdiction.

PICOLIB shall have the right, but not the obligation, to Licence all Submitted Content to its subscribers for use in accordance with PICOLIB's Standard and/or Extended Licensing terms of service for still images. Said licensing terms are deemed incorporated into and made a part of these Image Submitter Terms & Conditions by this reference. Please note, in the event that changes are made to any of the foregoing Licences, those changes will only affect users who subscribe to PICOLIB after the effective date of the changes to those Licences.

1. Ownership of Submitted Content: the copyrights in and to all Submitted Content remain with the owner of such copyrights. Nothing contained herein shall be construed to be a transfer of any copyrights to PICOLIB.

2. Non-Exclusive Relationship: PICOLIB does not insist on an exclusive relationship with any of its submitters.

3. Model Releases: As a content submitter, you agree to have and are able to provide valid and accurate model releases for all Submitter Content you upload to PICOLIB that, in PICOLIB's judgment, contains an identifiable face or identifiable human figure. A valid and legal model release must be provided by you on request, and in the event that a model release has been requested and cannot be provided, your submitter’s account will be terminated, all images removed (within a 60 day period) and all unpaid commissions will be forfeited. The submitter will also be held responsible for all and any legal fees arising from the submission and/or consequent licencing of un-authorised content.

You agree that you are solely responsible for retaining all original model releases and maintaining complete and accurate model release records. The submission of falsified, inaccurate or otherwise defective model releases will result in the immediate termination of your account without, deletion of all images submitted by you (within a 60 day period) and forfeiture of all unpaid commissions.

4. Accounts: PICOLIB has the right to refuse to accept any Submitted Content for any reason. PICOLIB also has the right to refuse to establish an account or to close any existing account, for fraud, copyright infringement, violation of a third party's rights of privacy or publicity, artificially inflating downloads, repeated submission of material that is obscene in nature, violent or that might be construed as defamatory or for any breach of the terms of this or any other agreement that you have with PICOLIB. If your account is terminated for any reason you must obtain authorization from PICOLIB prior to establishing another account. If you attempt to establish another account without obtaining such authorization, PICOLIB may permanently ban you from this website and its affiliated websites and services.

5. Removal of Submitted Content:

a. PICOLIB has the right to remove any Submitted Content from any of the PICOLIB websites for any reason. Submitted Content will be removed if PICOLIB believes that the Submitted Content will subject PICOLIB or any of its officers, directors or employees to legal action or if the Submitted Content violates the terms of this agreement. You have the right to remove any of your Submitted Content from the PICOLIB website for any reason whatsoever.

b. PICOLIB shall use reasonable efforts to cause Submitted Content removed from the PICOLIB website(s) to be removed from the websites of any PICOLIB affiliates (including co-branded websites) within sixty (60) days of the removal of the subject Submitted Content from the main PICOLIB website.

c. Any Licences issued by PICOLIB in respect of any Submitted Content that is later removed from the PICOLIB website will remain in full force and effect.

6. Extended Licence: PICOLIB shall have the right to issue an "Extended Licence" in respect of your Submitted Content. The terms of the Extended Licence are incorporated herein and made a part hereof by this reference. In short, Subscribers who purchase an Extended Licence shall have the right to make broader use of your Submitted Content. For example, there are no limitations on the number of items an Extended Licence subscriber can manufacture. Please read and familiarize yourself with the terms of the Extended Licence portion of the Subscriber Terms of Service.

7. Compensation:

a. PICOLIB pays its submitters per unique download. The current commssion rate per download is 25% of the sales price of any given unique image, file, vector or any other Submitted Content downloaded by each paid PICOLIB subscriber, for either Extended Licences or Standard Licences. Subscribers may download as much Submitted Content as they desire, subject to payment and/or subscription limitations set forth in the Terms of Service. Your royalty account will be credited for each item of Submitted Content downloaded by a paid subscriber. However, if a subscriber downloads the same item of Submitted Content more than once, you will be paid once only. For co-branded sites that Licence or sell PICOLIB content on a per image or per item basis, royalties payable to you will be 25% of the purchase price or licensing fee paid for such image or item.

b. Commission payments and accompanying statements will be issued monthly, on the 15th day of each month for the previous months downloads. Payments need to be requested.

c. There is a minimum payout rate of R250 per accounting period. If during an accounting period, you haven't accumulated R250 worth of commissions, your commissions will be brought forward into the next accounting period. If you cancel your account, or if your account is cancelled for violation of this agreement at any time prior to accrued earnings in your royalty account totaling R250, such royalties will be forfeited by you.

d. If you are credited with a download or downloads and PICOLIB thereafter issues a refund to the customer(s) / subscriber(s) that downloaded any or part of your Submitted Content, PICOLIB shall have the right to deduct royalties credited to your account and allocated to such refunded fees. Credit card chargebacks will be treated in the same manner as refunded subscriptions. If PICOLIB makes an overpayment of royalties to you for any reason, PICOLIB 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.

e. PICOLIB may modify the royalty rate and/or payment schedule at any time and notify you by an announcement on your login page of the modifications. If PICOLIB does modify the royalty rate, royalties earned before the effective change in rates will be credited at the rate in effect at the time such royalties were earned.

8. Photo Submission Guidelines: You agree to follow PICOLIB's Photo Submission Guidelines. The excessive submission of content that does not adhere to PICOLIB's guidelines may result in the termination of your PICOLIB account. The terms of PICOLIB's Photo Submission Guidelines are deemed incorporated into and made a part of these terms and conditions by this reference.

9. Copyright Infringement Claims: While PICOLIB takes commercially reasonable steps to insure that the rights of its submitters are not violated by subscribers or other parties, PICOLIB has no obligation to pursue legal action against any alleged infringer of any of your rights in and to any Submitted Content.

10. Representations and Warranties:

You represent and warrant that:

a. you have the full right, power and authority to enter into this agreement and to fully perform all of your obligations hereunder;

b. you are under no legal disability or contractual restriction that prevents you from entering into this agreement;

c. the Submitted Contents and all parts thereof are unencumbered and original works created by you and are capable of copyright protection in all countries where copyright or similar protection is available;

d. if the Submitted Content consists in whole or in part of design elements, fonts, clipart, sprites, vectors and the like that are included in design programs (e.g., Photoshop, Daz, Illustrator) then the end user Licence agreement, terms of service or the equivalent Licence held by you does allow you to incorporate such elements in Submitted Content created by you, and to Licence such Submitted Content to PICOLIB for the purposes set forth herein.

e. the Submitted Content will be neither obscene nor defamatory 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;

f. there is no suit action or claim or other legal or administrative proceeding now pending or threatened which might directly or indirectly affect the Submitted Content or which might in any way impair the rights granted by you hereunder;

g. you will not transmit unsolicited emails or engage in so-called "spamming" to publicize or promote your relationship with PICOLIB or the sale of your Submitted Content - nor will you advertise or otherwise publicize your relationship with PICOLIB through the use of pay per click search engine advertising or the like. This prohibition applies, by way of example and not by way of limitation to Google Adwords, Yahoo! Search Marketing (previously Yahoo! Overture), MSN AdCenter, and Ask.com. You acknowledge that such advertising might infringe on the intellectual property rights of PICOLIB and/or third parties. In addition to its other rights and/or remedies under this agreement, PICOLIB shall be under no obligation to pay you any referral fees or other compensation if you violate the terms of this subparagraph.

PICOLIB represents and warrants that:

h. It has the power and authority to enter into this agreement and to fully perform all of its obligations hereunder.

11. Indemnification: PICOLIB and you shall each indemnify and hold harmless the other from and against any and all claims, losses, damages, costs and expenses (including reasonable attorneys' fees and disbursements) arising out of any breach or claimed breach of any of its representations or warranties or any of its obligations pursuant to this agreement, provided that, except in the case of third party claims, neither party shall be liable for any incidental, consequential, or special damages. In any case in which indemnification is sought, the indemnified party shall: (i) promptly notify the indemnifying party of the claim (provided that the failure to do so shall not relieve the indemnifying party of its obligations hereunder except to the extent such failure to notify materially prejudices the indemnifying party); and (ii) afford the indemnifying party the opportunity of defending such claim and controlling the litigation, settlement or other disposition of such claim (provided that any settlement shall require the indemnified party's consent). If the indemnifying party does not elect to defend such claim, then the indemnified party may do so at the indemnifying party's sole expense. The indemnified party may participate in any such action with its own counsel at its expense.

12. Miscellaneous:

a. The relationship of the parties is that of independent contractors.

b. This agreement: (i) 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;

c. If any part of this agreement is held void or unenforceable, it shall not affect the validity of the balance of the agreement. This agreement shall be binding upon and shall inure to the benefit of each party and their respective legal representatives, successors in interest and permitted assigns.

d. Except as set forth in Paragraph 13, all notices under this agreement shall be in writing and delivered to the parties' last known physical or internet address by hand, registered or certified mail, postage prepaid, return receipt requested, by facsimile, by email or by a nationally recognized courier service with guaranteed overnight delivery, service charges prepaid, and will be deemed given as of the date received, in the case of personal delivery, or on the date shown on the receipt or confirmation therefor in all other cases.

e. PICOLIB will not be liable for any damages, including actual, indirect, special, or consequential damages arising from the submission or use of your Submitted Content.

13. Modifications: PICOLIB reserves the right to modify these terms at any time and to notify you by an announcement on your login page of the modifications. You agree to be bound by all such changes.

PART II
TERMS OF USE FOR PICOLIB FORUMS

1. While the administrators and moderators of the forums made available to PICOLIB Submitters monitor many of the messages posted, it is impossible to review every message. PICOLIB will take reasonable steps to remove or edit any generally objectionable material as quickly as possible after receipt of written notice of the presence of such material, if PICOLIB determines that such material is unsuitable for the forums. You acknowledge that all posts made to the PICOLIB forums express the views and opinions of the author and not the views of PICOLIB, its officers, directors or employees or of any administrators, moderators or the webmaster (except for posts by these people). Neither PICOLIB, the webmaster nor any of the forum administrators will be liable under any circumstances for the content of any messages posted in the forum by other parties.

2. You agree not to post any material that is abusive, obscene, vulgar, slanderous, hateful, threatening, sexually-oriented or that may violate any applicable laws. Violating these terms of use may lead to you being immediately and permanently banned from the forums and your service provider being informed. The IP addresses of the computers associated with all posts is recorded to aid in enforcing these conditions.

3. You agree that the webmaster, administrator and moderators of this forum have the right to remove, edit, move or close any topic at any time in the exercise of their discretion.

4. As a forum user you agree that the personal information provided by you may be stored in a database maintained on servers owned and/or controlled by PICOLIB. While this information will not be disclosed to any third party without a court order or your prior consent, neither PICOLIB, nor the webmaster, administrator and moderators will be held responsible for any hacking attempt that may lead to the data being compromised.

5. PICOLIB's forum system uses cookies to store information on your local computer. These cookies do not contain any of the personal information you provided to PICOLIB - they are used only to improve your viewing pleasure. Your e-mail address is used only for confirming your registration details and password (and for sending new passwords should you forget your current one).

6. You shall defend, indemnify and hold PICOLIB harmless from and against any loss, damage, liability, claim, demand, action, cost and expense (including reasonable attorneys' fees and costs) resulting from claims made against PICOLIB by any third party, including any governmental agency, which arises out of or in connection with your use of the PICOLIB forums.

7. By submitting any content to PICOLIB you agree to be bound by these terms and conditions with the same force and effect as if you signed this document by hand.

Effective 1 July 2007